-----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, JHZkWHbY7Y7ClsVzb53CZGVPWfbz77Xq9OR5hzxeUnpywzputhrruwQHyoDc5waO /tUvHocrEiklQACBxHYstw== 0000898430-97-000659.txt : 19970222 0000898430-97-000659.hdr.sgml : 19970222 ACCESSION NUMBER: 0000898430-97-000659 CONFORMED SUBMISSION TYPE: PREC14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970218 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: PREC14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-04075 FILM NUMBER: 97536900 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: PREC14A BUSINESS ADDRESS: STREET 1: 4900 RIVERGRADE RD CITY: IRWINDALE STATE: CA ZIP: 91706 BUSINESS PHONE: 8189606311 PREC14A 1 PRELIMINARY PROXY - CONTESTED SOLICITATIONS PRELIMINARY COPY--SUBJECT TO COMPLETION, DATED FEBRUARY 18, 1997 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN CONSENT STATEMENT SCHEDULE 14A INFORMATION CONSENT STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the registrant [_] Filed by party other than the registrant [X] Check the appropriate box: [X] Preliminary Consent Statement [_] Confidential, for Use of the [_] Definitive Consent Statement Commission Only (as permitted [_] Definitive Additional Materials by Rule 14a-6(e)(2)) [_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 GREAT WESTERN FINANCIAL CORPORATION (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) H. F. AHMANSON & COMPANY (NAME OF PERSON(S) FILING CONSENT 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)(1) 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: PRELIMINARY COPY--SUBJECT TO COMPLETION, DATED FEBRUARY 18, 1997 [AHMANSON LETTERHEAD] February , 1997 To the Stockholders of Great Western Financial Corporation: On February 17, 1997, H.F. Ahmanson & Company ("Ahmanson") submitted a written proposal to Great Western Financial Corporation ("GWF") for a tax-free merger of the two companies pursuant to which each outstanding share of GWF Common Stock would be converted into 1.05 shares of Ahmanson Common Stock (the "Ahmanson Merger Proposal"). . The Ahmanson Merger Proposal represents a 24.2% premium over the price of the GWF Common Stock, based on the closing price of the shares on the NYSE Composite Tape on the last trading day before announcement of the Ahmanson Merger Proposal. . Despite the extraordinary economic benefits to the stockholders of GWF that would accrue from the Ahmanson Merger Proposal, GWF's current Board of Directors (the "GWF Board") has not yet responded to the Ahmanson Merger Proposal or entered into negotiations with Ahmanson. Accordingly, in order to enable a decision on the merits of the Ahmanson Merger Proposal to be made by you, as the true owners of GWF, your consent is being solicited to adopt proposals that would (a) urge the GWF Board to arrange a merger to maximize stockholder value and (b) prevent the GWF Board from granting excessive break-up fees, stock options, "crown jewel" options or other lock-up fee arrangements that could deter a merger maximizing stockholder value unless the stockholders approve those arrangements. This consent solicitation is being conducted separately from the proxy solicitation that Ahmanson is making in connection with the 1997 Annual Meeting of Stockholders of GWF. SEND A CLEAR MESSAGE TO THE GWF BOARD--GRANT YOUR CONSENT BY MARKING, SIGNING, DATING AND RETURNING YOUR WHITE CONSENT CARD AS SOON AS POSSIBLE. Only stockholders of record on , 1997 may consent in connection with this consent solicitation. Therefore, in fairness to other stockholders, even if you have subsequently sold your shares of GWF Common Stock, you are urged to grant your consent pursuant to the enclosed WHITE consent card with respect to all of the shares of GWF Common Stock that were held by you as of the , 1997 record date. Your failure to consent may adversely affect those who continue to be stockholders. If you have any questions concerning the accompanying Consent Statement or the procedures to be followed to deliver a consent, please contact MacKenzie Partners, Inc. at (212) 929-5500 (bankers and brokers call collect) or (800) 322-2885 (all others call toll-free). PLEASE READ THE ACCOMPANYING CONSENT STATEMENT CAREFULLY. YOUR CONSENT AND PROMPT ACTION ARE IMPORTANT. YOU ARE URGED TO GRANT YOUR CONSENT BY MARKING, SIGNING, DATING AND RETURNING THE ENCLOSED WHITE CONSENT CARD AS SOON AS POSSIBLE. Sincerely, ----------------------------- Chairman and Chief Executive Officer IMPORTANT Only stockholders of record on , 1997 are entitled to give their consent to the Proposals. Thus: 1. If your shares of GWF Common Stock are held in your own name, please mark, sign, date and return the enclosed WHITE consent card in the postage-paid envelope provided. 2. If your shares of GWF Common Stock are held in the name of a brokerage firm, bank, nominee or other institution, only it can execute a consent with respect to your shares of GWF Common Stock and only upon receipt of your specific instructions. Accordingly, you should contact the person responsible for your account and give instructions for a WHITE consent card to be signed representing the shares of GWF Common Stock beneficially owned by you. You are urged to ensure that the record holder of your shares of GWF Common Stock marks, signs, dates and returns the enclosed WHITE consent card as soon as possible. You are further urged to confirm in writing any instructions given and provide a copy of those instructions to Ahmanson in care of MacKenzie Partners, Inc. so that Ahmanson may also attempt to ensure that such instructions are followed. If you have any questions or require any assistance in executing your consent, please call: MacKenzie Partners, Inc. 156 Fifth Avenue New York, New York 10010 Bankers and Brokers Call Collect: (212) 929-5500 All Others Call Toll-Free: (800) 322-2885 PRELIMINARY COPY--SUBJECT TO COMPLETION, DATED FEBRUARY 18, 1997 ---------------- CONSENT STATEMENT TO STOCKHOLDERS OF GREAT WESTERN FINANCIAL CORPORATION BY H.F. AHMANSON & COMPANY ---------------- This Consent Statement and the accompanying WHITE consent card are being furnished by H.F. Ahmanson & Company ("Ahmanson"), to the holders (the "Stockholders") of shares of common stock of Great Western Financial Corporation ("GWF") in connection with the solicitation by Ahmanson of the consent of Stockholders to the Proposals described below (the "Consent Solicitation"). Ahmanson conducts its principal business operations through Home Savings of America, FSB, a federally-chartered savings bank. Based on deposits, Ahmanson was at December 31, 1996 the third largest depository institution in California and the 17th largest in the United States. On February 17, 1997, Charles R. Rinehart, Chairman of the Board and Chief Executive Officer of Ahmanson contacted John F. Maher, President and Chief Executive Officer, of GWF and delivered to him a written proposal for a tax- free merger of the two companies (the "Proposed Merger"), pursuant to which each outstanding share of GWF Common Stock would be converted into 1.05 shares of Ahmanson Common Stock (the "Ahmanson Merger Proposal"). Ahmanson subsequently issued a press release publicly disclosing the Ahmanson Merger Proposal. Based on the closing price of the Ahmanson Common Stock on the New York Stock Exchange ("NYSE") Composite Tape on February 14, 1997 (the last trading day before announcement of the Ahmanson Merger Proposal), Stockholders would receive in the Proposed Merger shares of Ahmanson Common Stock with a value of $42.53 for each of their shares of GWF Common Stock, representing a 24.2% premium over the closing price of the GWF Common Stock on such date. Ahmanson believes that the Proposed Merger represents a unique and compelling opportunity to enhance value for stockholders of both Ahmanson and GWF, allowing the combined company to realize substantial cost savings while solidifying its competitive position in its major markets and providing enhanced services and products to its customers. Ahmanson is confident that it will be able to obtain the regulatory approvals required for the Proposed Merger on a timely basis and without imposition of any condition that would have a material adverse effect on the combined company. Accordingly, Ahmanson believes that the Board of Directors of GWF (the "GWF Board") should find the Proposed Merger highly attractive. However, as of the date of this Preliminary Consent Statement, GWF has not yet responded to the Ahmanson Merger Proposal and the parties have not yet entered into any negotiations concerning the Proposed Merger or any other business combination between Ahmanson and GWF. Accordingly, in order to enable a decision on the merits of the Ahmanson Merger Proposal to be made by you, as the true owners of GWF, your consent is being solicited to adopt proposals that would (a) urge the GWF Board to arrange a merger to maximize stockholder value and (b) prevent the GWF Board from granting excessive break-up fees, stock options, "crown jewel" options or other lock-up fee arrangements that could deter a merger maximizing stockholder value unless the stockholders approve those arrangements. This consent is being conducted separately from the proxy solicitation that Ahmanson is making in connection with the 1997 Annual Meeting of Stockholders of GWF. A CONSENT TO THE PROPOSALS WILL ENABLE YOU--AS THE OWNERS OF GWF--TO SEND A CLEAR MESSAGE TO THE GWF BOARD THAT YOU FAVOR A MERGER TO MAXIMIZE STOCKHOLDER VALUE. AHMANSON URGES YOU TO MARK, SIGN, DATE AND RETURN THE ENCLOSED WHITE CONSENT CARD TO CONSENT TO THE PROPOSALS. AHMANSON URGES YOU NOT TO SIGN ANY CONSENT CARD SENT TO YOU BY GWF. IF YOU HAVE ALREADY DONE SO, YOU MAY REVOKE THAT CONSENT BY DELIVERING A LATER DATED CONSENT CARD TO AHMANSON, C/O MACKENZIE PARTNERS, INC. (THE "AGENT"), OR TO THE SECRETARY OF GWF. SEE "CONSENT PROCEDURES" BELOW. The record date for determining Stockholders entitled to consent is , 1997 (the "Record Date"). Stockholders of record at the close of business on the Record Date will be entitled to one vote for each share of GWF Common Stock ("GWF Share") held on the Record Date. As of the Record Date, there were approximately GWF Shares issued and outstanding. Ahmanson holds an aggregate of GWF Shares, which represents % of the GWF Shares outstanding. On February , 1997, Ahmanson delivered an executed and dated written consent to the Proposals, covering the shares of GWF Common Stock owned by Ahmanson of record. ---------------- This Consent Statement and the WHITE consent card are first being sent to Stockholders on or about February , 1997. The principal executive offices of Great Western Financial Corporation are located at 9200 Oakdale Avenue, Chatsworth, California 91311. 2 IMPORTANT Only Stockholders of record on the Record Date are entitled to give their consent to the Proposals. Thus: 1. If your shares of GWF Common Stock are held in your own name, please mark, sign, date and return the enclosed WHITE consent card in the postage-paid envelope provided. 2. If your shares of GWF Common Stock are held in the name of a brokerage firm, bank, nominee or other institution, only it can execute a consent with respect to your shares of GWF Common Stock and only upon receipt of your specific instructions. Accordingly, you should contact the person responsible for your account and give instructions for a WHITE consent card to be signed representing the shares of GWF Common Stock beneficially owned by you. You are urged to ensure that the record holder of your shares of GWF Common Stock marks, signs, dates and returns the enclosed WHITE consent card as soon as possible. You are further urged to confirm in writing any instructions given and provide a copy of those instructions to Ahmanson in care of MacKenzie Partners, Inc. so that Ahmanson may also attempt to ensure that such instructions are followed. If you have any questions or require any assistance in executing your consent, please call: MacKenzie Partners, Inc. 156 Fifth Avenue New York, New York 10010 Bankers and Brokers Call Collect: (212) 929-5500 All Others Call Toll-Free: (800) 322-2885 3 THE AHMANSON MERGER PROPOSAL; PURPOSE OF CONSENT SOLICITATION On a number of occasions during the last several years, the current and predecessor chief executive officers of Ahmanson and GWF have informally discussed the possibility of a merger of the two companies. These discussions took place against the background of a rapidly changing banking industry undergoing substantial consolidation, primarily as a result of increased competition and a need to reduce costs through economies of scale. In addition, in recent years, the two companies have been pursuing compatible business strategies. Consolidation among depository institutions has increased in recent years and has included the merger or sale of a number of large California-based banks and savings institutions. Among the major transactions that have occurred in recent years are the combinations of: the six largest California banks (Wells Fargo and First Interstate, Bank America and Security Pacific, and Union Bank and Bank of California); the fifth and seventh largest California savings institutions (First Nationwide and California Federal) (which followed a proposal by Golden West, the third largest California savings institution, to acquire California Federal); and the fourth largest California savings institution and one of the largest savings institutions outside of California (American Savings and Washington Mutual) (size references are to asset rankings as of June 30 of the year of the referenced merger). Ahmanson has taken advantage of this trend toward consolidation to enlarge its presence and enhance its market share in key markets while disposing of assets in other, "non-core" markets. Since June 1992, Ahmanson has engaged in transactions which, taken together, have resulted in the acquisition of $6.8 billion in deposits, primarily in California, at an average deposit premium (i.e., the ratio of net purchase price to acquired deposits) of 2.9% and the sale of over $12.7 billion in deposits in non-core markets at an average deposit premium of 7.1%. In addition, in September 1996, Ahmanson acquired approximately $1.9 billion in deposits by completing its purchase of 61 former First Interstate branches. Ahmanson believes that GWF also recognizes the merits of a focus on core markets and the inevitability of consolidation. For example, in December 1993, GWF acquired 119 branches of HomeFed in California having $4.1 billion in deposits and, in December 1994, sold its 31 branches on the west coast of Florida having $1.0 billion in deposits. In light of the foregoing, on February 17, 1997, Charles R. Rinehart, Chairman of the Board and Chief Executive Officer of Ahmanson, contacted John F. Maher, President and Chief Executive Officer, of GWF and delivered to him a written proposal for a tax-free merger of the two companies pursuant to which each outstanding share of GWF Common Stock would be converted into 1.05 shares of Ahmanson Common Stock. Ahmanson subsequently issued a press release publicly disclosing the Ahmanson Proposal. Based on the closing price of the Ahmanson Common Stock on the NYSE Composite Tape on February 14, 1997, the last trading day before announcement of the Ahmanson Merger Proposal, GWF common stockholders would receive in the Proposed Merger shares of Ahmanson Common Stock with a value of $42.53 for each of their shares of GWF Common Stock, representing a 24.2% premium over the closing price of the GWF Common Stock on such date. Ahmanson believes that the Proposed Merger represents a unique and compelling opportunity to enhance value for stockholders of both Ahmanson and GWF, allowing the combined company to realize substantial cost savings while enhancing its competitive position in its major markets and providing enhanced services and products to its customers. Ahmanson is confident that it will be able to obtain the regulatory approvals required for the Proposed Merger on a timely basis and without imposition of any condition that would have a material adverse effect on the combined company. Accordingly, Ahmanson believes that the GWF Board should find the Proposed Merger highly attractive. However, as of the date of this Preliminary Consent Statement, GWF has not yet responded to the Ahmanson Merger Proposal and the parties have not yet entered into any negotiations concerning the Proposed Merger or any other business combination between Ahmanson and GWF. Ahmanson believes that the GWF Board (who collectively own beneficially less than 1.5% of the GWF Common Stock) should not deprive the Stockholders of the opportunity to consider the Ahmanson Merger Proposal and any other bona fide and concrete merger proposals. Accordingly, Ahmanson is soliciting your consent in support of the Proposals, which are intended to facilitate the maximization of stockholder value. 4 THE CONSENT SOLICITATION Stockholder consent is being solicited to approve each of the following proposals (the "Proposals") without a stockholders' meeting, as permitted by the Delaware General Corporation Law (the "DGCL"): PROPOSAL 1: The following non-binding resolution is hereby adopted: "RESOLVED, that the stockholders of Great Western Financial Corporation ("Great Western") urge the Great Western Board of Directors (the "Great Western Board") to consider any bona fide and concrete merger proposal received by Great Western by May 22, 1997 and, if no proposal superior to the H.F. Ahmanson & Company ("Ahmanson") merger proposal (set forth in Ahmanson's letter to Great Western, dated February 17, 1997) is received, to enter into a merger agreement with Ahmanson in accordance with the Ahmanson merger proposal and take all actions necessary to facilitate such merger. In determining whether another merger proposal is superior to the Ahmanson merger proposal, the Great Western Board shall take into account the potential that the Great Western stockholders will receive a substantial portion of the value of the cost savings resulting from a merger with Ahmanson." The purpose of Proposal 1 is to give Stockholders the opportunity to send a clear message to the GWF Board that they support the Ahmanson Merger Proposal and, unless a bona fide and concrete proposal clearly providing value greater than the Ahmanson Merger Proposal is received, that they want the GWF Board to take such actions as are necessary to permit the Ahmanson Merger Proposal to proceed. Under the DGCL, this resolution will not be legally binding upon the GWF Board. However, Ahmanson believes that the GWF Board, in accordance with its fiduciary duties, will take into account the views of a majority of the Stockholders in considering the alternatives available to GWF. PROPOSAL 2: Section 13 of the By-laws of GWF is hereby amended by inserting immediately before the penultimate sentence thereof the following sentence: "The Board of Directors may not, without the prior approval of a majority of the stockholders of the Corporation having voting power, grant a third party break-up fees, stock options, "crown jewel" options or other lock-up arrangements in connection with an "Acquisition Transaction" as hereinafter defined, unless such agreement contains a provision ensuring that the aggregate value of all such break-up fees, stock options, "crown jewel" options and other lock-up fee arrangements can never exceed $100,000,000; "Acquisition Transaction" means any merger, consolidation or similar transaction involving, or any purchase of all or any substantial portion of the assets, deposits or any equity securities of, the Corporation or any of its subsidiaries; this sentence may not be amended or deleted without the affirmative vote of the holders of a majority of the stock of the Corporation having voting power." The purpose of Proposal 2 is to enable the Stockholders to prevent the granting of excessive break-up fees, stock options, "crown jewel" options or other lock-up fee arrangements that could deter a merger or similar transaction maximizing stockholder value unless the Stockholders approve the arrangement. Each Proposal will become effective when properly completed, unrevoked and effective consent cards (or other forms of consent) indicating consent to such Proposal signed by the holders of record on , 1997 (the "Record Date") of a majority of the shares of GWF Common Stock then outstanding, are delivered by Ahmanson to GWF. Because the Proposals will become effective only if executed consents are returned by holders of record on the Record Date of a majority of the shares of GWF Common Stock then outstanding, the following actions will have the same effect as voting against the Proposals: (a) failing to execute and return a WHITE consent card and (b) executing and returning a WHITE consent card marked "ABSTAINS" or "WITHHOLDS CONSENT" as to each Proposal. If returned cards are executed but not marked with respect to any Proposal, the Stockholder will be deemed to have consented to such Proposal. YOUR CONSENT AND PROMPT ACTION ARE IMPORTANT. YOU ARE URGED TO GRANT YOUR CONSENT BY MARKING, SIGNING, DATING AND RETURNING THE ENCLOSED WHITE CONSENT CARD AS SOON AS POSSIBLE. 5 H.F. AHMANSON & COMPANY H.F. Ahmanson & Company, a Delaware corporation, conducts its principal business operations through Home Savings of America, FSB, a federally- chartered savings bank ("Home Savings"). Although Home Savings has traditionally focused on deposit-taking and residential real estate lending, Home Savings has changed its focus toward becoming a full-service consumer bank. Home Savings' acquisition of 61 First Interstate Bank branches has accelerated Home Savings' progress toward effecting this change. At December 31, 1996, Ahmanson had total assets of $50 billion, deposits of $35 billion and stockholders' equity of $2.4 billion. Based on deposits, Ahmanson was at that time the third largest depositary institution in California and the 17th largest in the United States. Ahmanson is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Proxy statements, reports and other information concerning Ahmanson can be inspected at the Commission's office at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices in New York, 7 World Trade Center, Suite 1300, New York, New York 10048, and Citicorp Center, 500 West Madison Street, Chicago, Illinois 60601, and copies of such material can be obtained from such facilities and the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Certain of such reports, proxy statements and other information are also available from the Commission over the Internet at http://www.sec.gov. In addition such material can be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005 and the Pacific Stock Exchange, 301 Pine Street, San Francisco, California 94104, on which certain of Ahmanson's securities are listed. H.F. Ahmanson & Company has its principal executive offices at 4900 Rivergrade Road, Irwindale, California 91706, telephone number (818) 960-6311. Certain information concerning the directors and executive officers of Ahmanson and certain employees and other representatives of Ahmanson who may also solicit consents from Stockholders is set forth in Annex A. Certain information concerning shares of Common Stock held by Ahmanson, its directors and executive officers and certain employees and other representatives of Ahmanson who may also solicit consents from Stockholders, and certain transactions between any of them and GWF, is set forth in Annex B. CONSENT PROCEDURES General; Effectiveness of Consents GWF is a Delaware corporation and is, therefore, subject to the DGCL. Section 228 of the DGCL provides that, unless otherwise provided in the certificate of incorporation of a corporation, any action required to be or that may be taken at meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if written consents, setting forth the action so taken, are signed and delivered to the corporation by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all shares entitled to vote thereon were present and voted. The Restated Certificate of Incorporation of GWF, as amended, does not prohibit stockholder action by written consent. DGCL (S)213(b) provides that, for a solicitation of consents such as the one made hereby, if no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation's registered office in Delaware, the corporation's principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are 6 recorded. On February , 1997, Ahmanson delivered an executed and dated written consent to the Proposals, covering the shares of GWF Common Stock owned by Ahmanson of record, in the manner required by DGCL (S)213. Accordingly, the Record Date for the solicitation made hereby is , 1997. Each Proposal will become effective when properly completed, unrevoked and effective consent cards (or other forms of consent) indicating consent to such Proposal, signed by the holders of record on the Record Date of a majority of the shares of GWF Common Stock then outstanding, are delivered to GWF in the manner required by the DGCL, provided that such consents are delivered within 60 days of the earliest dated consent delivered to GWF (i.e., within 60 days of , 1997). If the Proposals are adopted pursuant to this Consent Solicitation, prompt notice will be given pursuant to Section 228(d) of the DGCL to Stockholders who have not executed and returned WHITE consent card. Because the Proposals will become effective only if executed consents are returned by holders of record on the Record Date of a majority of the shares of Common Stock then outstanding, the following actions will have the same effect as withholding consent to the Proposal: (a) failing to execute and return a WHITE consent card or (b) executing and returning a consent marked "WITHHOLDS CONSENT" or "ABSTAINS" as to each Proposal. If returned cards are executed and dated but not marked with respect to any Proposal, the Stockholder will be deemed to have consented to the Proposal. Procedural Instructions If a Stockholder is a record holder of shares of Common Stock as of the close of business on the Record Date, such Stockholder may elect to consent to, withhold consent to or abstain with respect to a Proposal by marking the "CONSENTS", "WITHHOLDS CONSENT" or "ABSTAINS" box, as applicable, underneath such Proposal on the accompanying WHITE consent card and signing, dating and returning it promptly in the enclosed postage-paid envelope. UNDER THE DGCL, ONLY STOCKHOLDERS OF RECORD ON THE RECORD DATE ARE ELIGIBLE TO GIVE THEIR CONSENT TO THE PROPOSALS. THEREFORE, EACH STOCKHOLDER IS URGED, EVEN IF SUCH STOCKHOLDER HAS SOLD ITS SHARES SUBSEQUENT TO THE RECORD DATE, TO GRANT ITS CONSENT PURSUANT TO THE ENCLOSED WHITE CONSENT CARD WITH RESPECT TO ALL SHARES HELD AS OF THE RECORD DATE. A STOCKHOLDER'S FAILURE TO CONSENT MAY ADVERSELY AFFECT THOSE WHO CONTINUE TO BE STOCKHOLDERS. IN ADDITION, ANY STOCKHOLDER OWNING SHARES BENEFICIALLY (BUT NOT OF RECORD), SUCH AS A PERSON WHOSE OWNERSHIP OF SHARES IS THROUGH A BROKER, BANK OR OTHER FINANCIAL INSTITUTION, SHOULD CONTACT THAT BROKER, BANK OR FINANCIAL INSTITUTION WITH INSTRUCTIONS TO EXECUTE THE WHITE CONSENT CARD ON SUCH STOCKHOLDER'S BEHALF OR TO HAVE THE BROKER, BANK OR FINANCIAL INSTITUTION'S NOMINEE EXECUTE THE CONSENT. EACH STOCKHOLDER IS URGED TO ENSURE THAT THE RECORD HOLDER OF SUCH STOCKHOLDER'S SHARES MARKS, SIGNS, DATES AND RETURNS THE ENCLOSED WHITE CONSENT CARD AS SOON AS POSSIBLE. EACH STOCKHOLDER IS FURTHER URGED TO CONFIRM IN WRITING ANY INSTRUCTIONS GIVEN AND PROVIDE A COPY THEREOF TO AHMANSON IN CARE OF MACKENZIE PARTNERS, INC., SO THAT AHMANSON MAY ALSO ATTEMPT TO ENSURE SUCH INSTRUCTIONS ARE FOLLOWED. Revocation of Consents Executed consents may be revoked at any time, provided that a written, dated revocation which clearly identifies the consent being revoked is executed and delivered either to (a) Ahmanson in care of MacKenzie Partners, Inc. at 156 Fifth Avenue, New York, New York 10010, or (b) the principal executive offices of GWF at 9200 Oakdale Avenue, Chatsworth, California 91311, prior to the time that the Proposals become effective. A revocation may be in any written form validly signed by the record holder as of the Record Date as long as it 7 clearly states that the consent previously given is no longer effective. Ahmanson requests that a copy of any revocation sent to GWF be given to Ahmanson at the above address so that Ahmanson may more accurately determine if and when consent to each Proposal has been received from the holders of record on the Record Date of a majority of the shares of GWF Common Stock then outstanding. Appraisal Rights No appraisal rights are or will be available under the DGCL in connection with the Proposals or the Proposed Merger. Executing a written consent in favor of the Proposals will not prevent a Stockholder from subsequently demanding appraisal of such Stockholder's shares of Common Stock in connection with the consummation of a merger pursuant to any other proposal for which appraisal rights are available under the DGCL. 8 OWNERSHIP OF GWF COMMON STOCK Each share of GWF Common Stock is entitled to one vote, and the GWF Common Stock is the only class of securities of GWF currently entitled to vote. According to GWF's Form 10-K for the fiscal year ended December 31, 1995, there were approximately 9,415 holders of record of shares of GWF Common Stock as of December 31, 1995, and according to the Form 10-Q for the period ending September 30, 1996, there were 137,710,442 shares of GWF Common Stock outstanding as of October 31, 1996. Stockholders of GWF do not have cumulative voting rights. The following table sets forth the share ownership of all persons who, as of December 31, 1995, owned beneficially more than 5% of GWF's outstanding shares of Common Stock known to GWF, as reported in GWF's Proxy Statement dated March 21, 1996. There may have been material changes since that date.
AMOUNT AND NATURE OF PERCENT OF BENEFICIAL OWNERSHIP OF OUTSTANDING NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OF COMMON STOCK COMMON STOCK - ------------------------------------ ----------------------- ------------ Wellington Management Company............. 10,858,257 (1) 7.95% 75 State Street Boston, Massachusetts 02109 Vanguard/Windsor Funds, Inc. ............. 10,242,693 (2) 7.50% Vanguard Financial Center Valley Forge, Pennsylvania 19482 All Directors and Executive Officers as a Group (16)............................... 2,550,636 (3) 1.86%
- -------- (1) Wellington Management Company ("WMC") has reported that it is an investment adviser and, as such, is considered beneficial owner in the aggregate of the shares listed in the table. WMC has declared that it has shared power to vote 4,902 of the shares and shared dispositive power over all of the shares shown in the table. The shares shown in the table for the Vanguard/Windsor Funds, Inc. are also included in the total amount reported in the table for WMC. (2) Vanguard/Windsor Funds, Inc. ("Vanguard/Windsor") has reported that it is an investment company and, as such, is considered the beneficial owner in the aggregate of the shares listed in the table. Vanguard/Windsor has declared that it has sole power to vote or direct the vote and shared power to dispose or to direct the disposition of the shares shown in the table. (3) The amount in the table includes options to purchase 1,676,135 shares under employee stock options which are exercisable on or within 60 days after February 29, 1996, and 2,132 shares held in trust under the Employee Savings Incentive Plan with respect to which such persons have the right to direct the vote. For information relating to the ownership of Common Stock by the current directors and officers of GWF, see Annex C hereto. Although Ahmanson has included information concerning GWF in this Consent Statement (including Annex C hereto) insofar as it is known or reasonably available to Ahmanson, Ahmanson is not currently affiliated with GWF and GWF has not to date permitted access by Ahmanson to GWF's books and records. Therefore, information concerning GWF which has not been made public is not available to Ahmanson. Although Ahmanson has no knowledge that would indicate that statements relating to GWF contained in this Consent Statement in reliance upon publicly available information are inaccurate or incomplete, Ahmanson was not involved in the preparation of such information and statements and,for the foregoing reasons is not in a position to verify any such information or statements. Accordingly, Ahmanson takes no responsibility for the accuracy of such information or statements. The proxy statement of GWF, dated March 21, 1996, contains additional information concerning the GWF Common Stock, beneficial ownership of the GWF Common Stock by and other information concerning GWF's directors and officers, compensation paid to executive officers, and the principal holders of GWF Common Stock. 9 SOLICITATION OF CONSENTS Consents will be solicited by mail, telephone, telegraph, telex, telecopier, advertisement and in person. Solicitation may be made by directors, officers, investor relations personnel and other regular employees of Ahmanson. No such employees will receive additional compensation for such solicitation. Banks, brokerage houses and other custodians, nominees and fiduciaries will be requested to forward the solicitation materials to the beneficial owners of GWF Common Stock for which they hold of record and Ahmanson will reimburse them for their reasonable out-of-pocket expenses. In addition, Ahmanson has retained MacKenzie Partners, Inc. to assist and to provide advisory services in connection with this Consent Solicitation for which MacKenzie Partners, Inc. will be paid a fee of not more than $ and will be reimbursed for reasonable out-of-pocket expenses. It is anticipated that approximately 100 persons will be employed by MacKenzie Partners, Inc. to solicit consents. Ahmanson will indemnify MacKenzie Partners, Inc. against certain liabilities and expenses in connection with the Consent Solicitation, including liabilities under the federal securities laws. Credit Suisse First Boston Corporation ("CSFB") and Montgomery Securities ("Montgomery Securities") are providing certain financial advisory services to Ahmanson in connection with, among other things, the Proposed Merger and the Consent Solicitation. Ahmanson has agreed to pay customary financial advisory and transaction fees to each of CSFB and Montgomery Securities in connection with the Proposed Merger. Ahmanson has also agreed to reimburse each of CSFB and Montgomery Securities for its reasonable out-of-pocket expenses, including the fees and expenses of its legal counsel, incurred in furtherance of the financial advisory services to be provided to Ahmanson in connection with its engagement, and has agreed to indemnify each of CSFB and Montgomery Securities and certain related persons and entities against certain liabilities and expenses in connection with its engagement, including certain liabilities under the federal securities laws. In connection with CSFB's and Montgomery Securities' engagement as financial advisors, Ahmanson anticipates that certain employees of each of CSFB and Montgomery Securities may communicate in person, by telephone or otherwise with a limited number of institutions, brokers or other persons who are Stockholders for the purpose of assisting in the Consent Solicitation. CSFB and Montgomery Securities will not receive any fee for or in connection with such solicitation activities by their respective employees apart from the fees they are otherwise entitled to receive as described above. The expenses related directly to the Consent Solicitation are expected to aggregate $ and will be borne by Ahmanson. These expenses include any fees and expenses for attorneys, public relations and financial advisers, solicitors, advertising, printing, transportation, litigation and other costs incidental to the solicitation, but exclude costs represented by salaries and wages of regular employees and officers of Ahmanson and expenses related primarily to the Proposed Merger. Of the above stated amount, approximately $ has been spent to date. Ahmanson does not intend to seek reimbursement of its expenses related to the Consent Solicitation from GWF whether or not the Consent Solicitation is successful. Ahmanson assumes no responsibility for the accuracy or completeness of any information contained herein which is based on, or incorporated by reference to, the GWF Proxy Statement. If you have any questions concerning this Consent Solicitation or the procedures to be followed to execute and deliver a consent, please contact MacKenzie Partners, Inc. at the address or phone number specified below. YOUR CONSENT AND PROMPT ACTION ARE IMPORTANT. YOU ARE URGED TO GRANT YOUR CONSENT BY MARKING, SIGNING, DATING AND RETURNING THE ENCLOSED WHITE CONSENT CARD AS SOON AS POSSIBLE. H.F. AHMANSON & COMPANY February , 1997 10 - -------------------------------------------------------------------------------- MACKENZIE PARTNERS, INC. 156 FIFTH AVENUE NEW YORK, NEW YORK 10010 BANKERS AND BROKERS CALL COLLECT: (212) 929-5500 ALL OTHERS CALL TOLL-FREE: (800) 322-2885 - -------------------------------------------------------------------------------- 11 ANNEX A INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF AHMANSON AND CERTAIN EMPLOYEES AND OTHER REPRESENTATIVES OF AHMANSON WHO MAY ALSO SOLICIT CONSENTS The following table sets forth the name, principal business address and the present office or other principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is carried on, of the directors and executive officers of Ahmanson and certain employees and other representatives of Ahmanson who may also solicit consents from stockholders of GWF. DIRECTORS, EXECUTIVE OFFICERS, CERTAIN EMPLOYEES AND OTHER REPRESENTATIVES OF AHMANSON
NAME AND PRINCIPAL PRESENT OFFICE OR OTHER BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT ------------------ ---------------------------------- Byron Allumbaugh........ Retired Chairman of the Board of Ralphs Grocery 620 Newport Center Drive Company, a Los Angeles-based supermarket company; Suite 1100 director of El Paso Natural Gas Company and Ultramar Newport Beach, CA 92660 Corp. Harold A. Black......... James F. Smith Professor of Financial Institutions at Department of Finance the College of Business Administration at the 431 Stokely Management University of Tennessee, Knoxville Center University of Tennessee, Knoxville Knoxville, TN 37996 Richard M. Bressler..... Retired Chairman of the Board of Plum Creek Management El Paso Natural Gas Company, a manufacturer of lumber and wood products, Company and retired Chairman of the Board of El Paso Natural 999 Third Avenue, Suite Gas Company, a natural resources company; director of 2300 General Mills, Inc. and Rockwell International Seattle, WA 98104 Corporation David R. Carpenter...... Retired Chairman and Chief Executive Officer of The Darcy Company Transamerica Occidental Life Insurance Company and 3400 Riverside Drive Executive Vice President of the parent company, Burbank, CA 91505 Transamerica Corporation; Chairman of UniHealth; director of PacifiCare Phillip D. Matthews..... Chairman of the Board of Wolverine World Wide, Inc., a Matthews, Mullaney & NYSE footwear company; Chairman and part owner of Company Reliable Company; director of Bell Sports and Panda 70 South Lake Avenue, Management Company Suite 630 Pasadena, CA 91101 Richard L. Nolan........ MBA Class of 1942 Professor of Business Administration Graduate School of at the Graduate School of Business Administration at Business Administration Harvard University; director of Xcellenet Inc. Harvard University Baker West 181 Soldiers Field Boston, MA 02163 Delia M. Reyes.......... President and Chief Executive Officer of Reyes Reyes Consulting Group Consulting Group, a market research and consulting 14677 Midway Road, Suite firm 201 Dallas, TX 75244
A-1
NAME AND PRINCIPAL PRESENT OFFICE OR OTHER BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT ------------------ ---------------------------------- Charles R. Rinehart..... Chairman of the Board and Chief Executive Officer of 4900 Rivergrade Road Ahmanson; Chairman of the Board and Chief Executive Irwindale, CA 91706 Officer of Home Savings of America, FSB Frank M. Sanchez........ Owner and operator of eight McDonald's franchises; 5234 Via San Delano #1 director of the Los Angeles Chamber of Commerce, the Los Angeles, CA 90022 Los Angeles Amateur Athletic Foundation, and California State University at Los Angeles foundation Elizabeth A. Sanders.... Business consultant; director of Flagstar Companies P. O. Box 14 Inc., Wal-Mart Stores, Inc. and Wolverine World Wide, Sutter Creek, CA 95685 Inc. Arthur W. Schmutz....... Retired partner of Gibson, Dunn & Crutcher LLP, a law Gibson, Dunn & Crutcher firm; director of Ducommun Incorporated LLP 333 South Grande Avenue, Suite 4550 Los Angeles, CA 90071 William D. Schulte...... Retired Vice Chairman of KPMG Peat Marwick LLP, a firm KPMG Peat Marwick LLP of independent certified public accountants; director 725 South Figueroa of Santa Anita Operating Company, Santa Anita Realty Street, Enterprises, Inc. and Vastar Resources, Inc. Suite 2900 Los Angeles, CA 90071 Bruce G. Willison....... President and Chief Operating Officer of Ahmanson and 4900 Rivergrade Road Home Savings of America, FSB Irwindale, CA 91706 Kevin M. Twomey......... Senior Executive Vice President and Chief Financial 4900 Rivergrade Road Officer of Ahmanson and Vice Chairman and Chief Irwindale, CA 91706 Financial Officer Home Savings of America, FSB Anne-Drue M. Anderson... Executive Vice President and Treasurer of Ahmanson and 4900 Rivergrade Road Home Savings of America, FSB Irwindale, CA 91706 Madeleine A. Kleiner.... Senior Executive Vice President, General Counsel and 4900 Rivergrade Road Secretary of Ahmanson and Senior Executive Vice Irwindale, CA 91706 President and General Counsel of Home Savings of America, FSB E. Nancy Markle......... Executive Vice President of Ahmanson and Home Savings 4900 Rivergrade Road of America, FSB Irwindale, CA 91706 George Miranda.......... First Vice President and Principal Accounting Officer 4900 Rivergrade Road of Ahmanson and Home Savings of America, FSB Irwindale, CA 91706
A-2
NAME AND PRINCIPAL PRESENT OFFICE OR OTHER BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT ------------------ ---------------------------------- Eric Warmstein................. Director of Corporate Development of Ahmanson 4900 Rivergrade Road Irwindale, CA 91706 Stephen Swartz................. Senior Vice President and Director of Investor 4900 Rivergrade Road Relations of Ahmanson Irwindale, CA 91706 Credit Suisse First Boston Corporation 11 Madison Avenue New York, New York 10010 Michael E. Martin............ Managing Director Oliver P. Sarkozy............ Director Eric J. Clark................ Associate Credit Suisse First Boston Corporation 333 Grand Avenue, Suite 2200 Los Angeles, California 90071 Mark S. Maron................ Managing Director Andrew C. Rosenburgh......... Vice President Brian J. Cullen.............. Analyst Montgomery Securities 600 Montgomery Street San Francisco, California 94111 Dick Fredericks.............. Senior Managing Director Alan Rothenberg.............. Senior Consultant Robert Huret................. Senior Consultant William Pan.................. Associate
A-3 ANNEX B SHARES OF GWF COMMON STOCK HELD BY AHMANSON, ITS DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES AND OTHER REPRESENTATIVES OF AHMANSON WHO MAY ALSO SOLICIT CONSENTS, AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND GWF Ahmanson purchased 100 shares of GWF Common Stock on February 13, 1997 for $32.50 per share (excluding mark-ups or commissions). No part of the purchase price or market value of any of the shares described in this paragraph was represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such shares. Ahmanson does not beneficially own any other shares of GWF Common Stock. Each of CSFB and Montgomery Securities 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 business, CSFB and Montgomery Securities may trade securities of GWF for their own account and the accounts of their customers and, accordingly, may at any time hold a long or short position in such securities. As of February 14, 1997, CSFB held a net long position of 24 shares and Montgomery Securities held no shares of GWF Common Stock. Additionally, in the normal course of their business, CSFB and Montgomery Securities finance their securities positions by bank and other borrowings and repurchase and securities borrowing transactions. To the knowledge of Ahmanson, none of such borrowings were intended specifically for the purpose of purchasing securities of GWF. Neither CSFB nor Montgomery Securities admit that they or any of their directors, officers, employees or affiliates are a "participant," as defined in Schedule 14A promulgated under the Exchange Act by the Commission, in the solicitation to which this Consent Statement relates or that such Schedule 14A requires the disclosure in this Consent Statement of certain information concerning CSFB and Montgomery Securities. In addition to the fees to be received by CSFB and Montgomery Securities in connection with their engagement as financial advisors to Ahmanson described in this Consent Statement, CSFB has rendered various investment banking and financial advisory services for Ahmanson for which it has received customary compensation. Except as disclosed in this Consent Statement, none of Ahmanson, the directors or executive officers of Ahmanson or the employees or other representatives of Ahmanson named in Annex A owns any securities of GWF or any subsidiary of GWF, beneficially or of record, has purchased or sold any such securities within the past two years or is or was within the past year a party to any contract, arrangement or understanding with any person with respect to such securities. Except as disclosed in this Consent Statement, to the best knowledge of Ahmanson, its directors or executive officers and the employees and other representatives of Ahmanson named in Annex A, none of their associates beneficially owns, directly or indirectly, any securities of GWF. Except as disclosed in this Consent Statement, none of Ahmanson, its directors or executive officers of Ahmanson or the employees or other representatives of Ahmanson named in Annex A, or, to their best knowledge, their associates has any arrangement or understanding with any person (1) with respect to any future employment by GWF or its affiliates or (2) with respect to future transactions to which GWF or any of its affiliates will or may be a party, nor any material interest, direct or indirect, in any transaction that has occurred since January 1, 1996 or any currently proposed transaction, or series of similar transactions, in which GWF or any of its affiliates was or is to be a party and in which the amount involved exceeds $60,000. Certain directors and executive officers of Ahmanson and/or its associates may also be directors or officers of other companies and organizations that have engaged in transactions with Ahmanson or its subsidiaries in the ordinary course of business since January 1, 1996, but Ahmanson believes that the interest of such persons in such transactions is not of material significance. B-1 ANNEX C SHARES OF GWF HELD BY DIRECTORS AND EXECUTIVE OFFICERS OF GWF The following table sets forth as of February 29, 1996 the number of shares of GWF Common Stock beneficially owned by each director, the chief executive officer and each of the five other most highly compensated executive officers (and by all directors and executive officers as a group) of GWF. The information contained in the table is derived from information contained in GWF's Proxy Statement dated March 21, 1996.
PERCENT OF AMOUNT AND NATURE OF OUTSTANDING BENEFICIAL OWNERSHIP OF GWF COMMON NAME OF BENEFICIAL OWNER SHARES OF COMMON STOCK STOCK ------------------------ ----------------------- ----------- David Alexander............................. 20,175(2) (1) H. Frederick Christie....................... 23,750(2) (1) Charles D. Miller........................... 27,500(2) (1) Stephen E. Frank............................ 8,250(3) (1) John V. Giovenco............................ 38,750(2) (1) Firmin A. Gryp.............................. 101,144(2)(4) (1) Enrique Hernandez, Jr. ..................... 6,750(3) (1) James F. Montgomery......................... 788,613(5) (1) Alberta E. Siegel........................... 22,500(2) (1) Willis B. Wood, Jr. ........................ 14,250(6) (1) John F. Maher............................... 609,213(7) (1) Eugene A. Crane............................. 256,601(8) (1) J. Lance Erikson............................ 127,122(9) (1) Carl F. Geuther............................. 233,505(10) (1) Michael M. Pappas........................... 251,296(11) (1) A. William Schenck, III..................... 21,218 (1)
- -------- (1) Certain executive officers share with their spouses voting and investment powers with respect to these shares. The percentage of shares beneficially owned by any executive officer does not exceed one percent of GWF's common stock so owned. (2) Includes 18,750 shares subject to options granted to this Director under the 1988 Stock Option and Incentive Plan (the "1988 Incentive Plan") which are exercisable within 60 days of February 29, 1996. (3) Includes 6,250 shares subject to options granted to this Director under the 1988 Incentive Plan which are exercisable within 60 days of February 29, 1996. (4) Includes 112 shares held by the trustee under the Employee Savings Incentive Plan. (5) Includes 593,750 shares subject to options exercisable within 60 days of February 29, 1996 and 945 shares held by the Trustee under the Employee Savings Incentive Plan. (6) Includes 13,750 shares subject to options granted to this Director under the 1988 Incentive Plan which are exercisable within 60 days of February 29, 1996. (7) Includes 383,542 shares subject to options granted to this Director under the 1988 Incentive Plan which are exercisable within 60 days of February 29, 1996 and 25 shares held by the Trustee under the Employee Savings Incentive Plan. (8) Includes 180,083 shares subject to options exercisable within 60 days of February 29, 1996 and 938 shares held by the Trustee under the Employee Savings Incentive Plan. (9) Includes 104,010 shares subject to options exercisable within 60 days of February 29, 1996 and 112 held by the Trustee under the Employee Savings Incentive Plan. (10) Includes 188,500 shares subject to options exercisable within 60 days of February 29, 1996. (11) Includes 187,500 share subject to options exercisable within 60 days of February 29, 1996. C-1 PRELIMINARY COPY--SUBJECT TO COMPLETION, DATED FEBRUARY 18, 1997 [FORM OF CONSENT CARD-WHITE] GREAT WESTERN FINANCIAL CORPORATION CONSENT SOLICITED BY H.F. AHMANSON & COMPANY TO ACTION OF STOCKHOLDERS OF GREAT WESTERN FINANCIAL CORPORATION WITHOUT A MEETING Unless otherwise specified below, the undersigned, a holder of record of shares of Common Stock, par value $1.00 per share (the "Common Stock"), of Great Western Financial Corporation ("GWF") on February , 1997 (the "Record Date"), hereby consents pursuant to Section 228 of the Delaware General Corporation Law, with respect to all of the shares of Common Stock held by the undersigned, to the adoption of each of the following proposals (collectively, the "Proposals") without a meeting of the stockholders of GWF: IF RETURNED CARDS ARE EXECUTED AND DATED BUT NOT MARKED WITH RESPECT TO ANY PROPOSAL, THE UNDERSIGNED WILL BE DEEMED TO HAVE CONSENTED TO SUCH PROPOSAL. PROPOSAL 1: Adopt the following non-binding resolution: "RESOLVED, that the stockholders of Great Western Financial Corporation ("Great Western") urge the Great Western Board of Directors (the "Great Western Board") to consider any bona fide and concrete merger proposal received by Great Western by May 22, 1997 and, if no proposal superior to the H.F. Ahmanson & Company ("Ahmanson") merger proposal (set forth in Ahmanson's letter to Great Western, dated February 17, 1997) is received, to enter into a merger agreement with Ahmanson in accordance with the Ahmanson merger proposal and take all actions necessary to facilitate such merger. In determining whether another merger proposal is superior to the Ahmanson merger proposal, the Great Western Board shall take into account the potential that the Great Western stockholders will receive a substantial portion of the value of the cost savings resulting from a merger with Ahmanson." [_] CONSENTS [_] WITHHOLDS CONSENT [_] ABSTAINS PROPOSAL 2: Amend Section 13 of the By-laws of GWF by inserting immediately before the penultimate sentence thereof the following sentence: "The Board of Directors may not, without prior approval of a majority of the stockholders of the Corporation having voting power, grant a third party break-up fees, stock options, "crown jewel" options or other lock-up arrangements in connection with an "Acquisition Transaction" as hereinafter defined, unless such agreement contains a provision ensuring that the aggregate value of all such break-up fees, stock options, "crown jewel" options and other lock-up arrangements can never exceed $100,000,000; "Acquisition Transaction" means any merger, consolidation or similar transaction involving, or any purchase of all or any substantial portion of the assets, deposits or any equity securities of, the Corporation or any of its subsidiaries; this sentence may not be amended or deleted without the affirmative vote of the holders of a majority of the stock of the Corporation having voting power." [_] CONSENTS [_] WITHHOLDS CONSENT [_] ABSTAINS Consents can only be given by the Stockholder of record on the Record Date. Please sign your name below exactly as it appears on your stock certificate(s) on the Record Date or on the label affixed hereto. If shares are held jointly, each Stockholder should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or authorized officer. If a partnership, please sign in partnership name by authorized person. Dated: , 1997 _____________________________ Signature Title _____________________________ Signature (if held jointly) Title PLEASE MARK, SIGN, DATE AND RETURN YOUR CONSENT PROMPTLY. -----END PRIVACY-ENHANCED MESSAGE-----