-----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, DgXYwHYq/NXzeY1C1tSBeHQ5Kla4c2sHR7Sj5i3P7O2KzRtHXeLTfHJzkXzMTyCq hIdOrHbOG5jlREEjg2Vf6Q== 0000950123-97-004545.txt : 19970521 0000950123-97-004545.hdr.sgml : 19970521 ACCESSION NUMBER: 0000950123-97-004545 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970520 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 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12285 FILM NUMBER: 97612137 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: 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 14D9/A 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 SC 14D9/A 1 AMENDMENT NO. 1 TO SCHEDULE 14D-9 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 1997 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 1 TO SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ GREAT WESTERN FINANCIAL CORPORATION (NAME OF SUBJECT COMPANY) GREAT WESTERN FINANCIAL CORPORATION (NAME OF PERSON FILING STATEMENT) COMMON STOCK, PAR VALUE $1.00 PER SHARE (INCLUDING THE ACCOMPANYING PREFERRED STOCK PURCHASE RIGHTS) (TITLE OF CLASS OF SECURITIES) 391442100 (CUSIP NUMBER OF CLASS OF SECURITIES) ------------------------ J. LANCE ERIKSON, ESQ. EXECUTIVE VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL GREAT WESTERN FINANCIAL CORPORATION 9200 OAKDALE AVENUE CHATSWORTH, CALIFORNIA 91311 (818) 775-3411 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT) ------------------------ COPY TO: PETER ALLAN ATKINS, ESQ. FRED B. WHITE III, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 919 THIRD AVENUE NEW YORK, NEW YORK 10022 (212) 735-3000 ================================================================================ 2 Great Western Financial Corporation ("Great Western") hereby amends and supplements its statements on Schedule 14D-9 initially filed with the Securities and Exchange Commission on May 20, 1997. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. The following Exhibits are filed herewith: Exhibit 14: Letter to Stockholders of Great Western, dated May 20, 1997.
1 3 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. GREAT WESTERN FINANCIAL CORPORATION By: /s/ J. LANCE ERIKSON ------------------------------------ J. Lance Erikson Executive Vice President, Secretary and General Counsel Dated: May 20, 1997 2 4 Exhibit 14: Letter to Stockholders of Great Western, dated May 20, 1997.
3 EX-99.14 2 LETTER TO STOCKHOLDERS DATED MAY 20, 1997 1 EXHIBIT 14 GREAT WESTERN LOGO May 20, 1997 Dear Great Western Stockholder: In just a few weeks -- at a Special Meeting of Stockholders on June 13 -- you will have the opportunity to vote on and approve Great Western's strategic merger with Washington Mutual, one of the premier financial institutions in the United States. With your vote, and the receipt of regulatory approvals which we expect by late June or early July, YOU CAN BE IN A POSITION TO RECEIVE YOUR WASHINGTON MUTUAL SHARES LESS THAN TWO MONTHS FROM NOW. We are confident that Great Western's merger with Washington Mutual is a superior merger, with a superior partner, for superior value -- and we look forward to the upcoming vote. AHMANSON'S BIGGEST FEAR: YOUR VOTE ON THE WASHINGTON MUTUAL MERGER H. F. Ahmanson & Company, as you know, opposes the Washington Mutual merger and, instead, wants you to accept Ahmanson shares in exchange for your Great Western stock. In fact, Ahmanson is so anxious to stop the Washington Mutual merger that it has gone to Court to try to prevent you from voting on the merger on June 13. If Ahmanson has its way, the merger vote would be delayed until the end of the summer -- possibly after Labor Day -- and your opportunity to receive your Washington Mutual shares in the merger could be delayed for months! AHMANSON'S ACTIONS GIVE RISE TO ONE VERY FUNDAMENTAL QUESTION: IF AHMANSON REALLY THINKS IT HAS THE BETTER PROPOSAL, WHY THEN IS IT SO AFRAID TO LET YOU VOTE? VOTE THE GREEN AND GOLD PROXY CARDS TODAY On June 13, shortly after the vote on the Washington Mutual merger, Great Western will hold its 1997 Annual Meeting of Stockholders to elect four directors and vote upon several additional proposals. You should be aware that at the Annual Meeting, Ahmanson is trying to elect three of its designees to your Board of Directors, and has proposed five separate amendments to your Company's By-laws -- NOT ONE OF WHICH APPEARS IN AHMANSON'S OWN BY-LAWS. 2 You can support the Washington Mutual merger and oppose Ahmanson, its three nominees and its self-serving tactics by voting BOTH the enclosed GREEN and GOLD proxy cards. We urge you to use: - The GREEN proxy card to vote FOR the Washington Mutual merger at the Special Meeting, and - The GOLD proxy card to vote FOR the Board's nominees and AGAINST each of the other proposals at the Annual Meeting. Your support on BOTH proxy cards will help pave the way for prompt completion of the Washington Mutual merger. A GREAT WESTERN/WASHINGTON MUTUAL COMBINATION WILL CREATE AN EXCEPTIONAL FINANCIAL INSTITUTION During the past week, you should have received detailed information regarding Great Western's Special and Annual Stockholders' Meetings. These materials contain important information about Washington Mutual and our strategic merger to be voted upon at the Special Meeting. We would like to take this opportunity to highlight some important facts about Great Western's merger with Washington Mutual: - VALUE. In the Washington Mutual merger, each Great Western common share would be exchanged for .9 shares of Washington Mutual common stock. Based on closing market prices on May 19, 1997, this represents an implied value of $50.29 per share -- A 73% PREMIUM OVER GREAT WESTERN'S MARKET PRICE AT THE BEGINNING OF THIS YEAR. - PERFORMANCE. WASHINGTON MUTUAL'S TOTAL RETURN TO STOCKHOLDERS HAS BEEN MORE THAN 600% IN THE 1990'S (through the end of the first quarter of 1997), which is more than 3 1/2 times Ahmanson's return of 165% during the same period.* - DIVIDENDS. Washington Mutual has a consistent history of dividend increases, having increased its dividend over the past seven consecutive quarters and every year since 1990. During the past five years (through 1996), WASHINGTON MUTUAL HAS INCREASED ITS DIVIDENDS BY AN AVERAGE OF 29% PER YEAR. IN STARK CONTRAST, AHMANSON HAS NOT INCREASED ITS DIVIDEND SINCE 1987. - FINANCIAL STRENGTH. Under commonly used benchmarks of financial performance, Washington Mutual has, among other things, A HIGHER LEVEL OF ASSET QUALITY, HIGHER CAPITAL RATIOS, A BETTER EFFICIENCY RATIO AND A HIGHER RATE OF GROWTH IN EARNING ASSETS, LOANS AND DEPOSITS THAN AHMANSON. Your vote in favor of the Washington Mutual merger is a vote to share in a combined company with superior financial strength. - --------------- * Total return to stockholders assumes reinvestment of dividends. 3 THE END IS IN SIGHT The events of the past few months may have appeared turbulent and, at times, downright baffling. You have been barraged with all types of communications which, given the nature of contested transactions, is unlikely to end before the Washington Mutual merger is voted on. With your continued support, the end is in sight. By signing, dating and mailing BOTH the GREEN and GOLD proxy cards today, you can help bring the Washington Mutual merger to a prompt and successful conclusion. * * * Your vote is important no matter how many or how few shares you may own. Please sign and date the enclosed GREEN and GOLD proxy cards today and return BOTH of them in the same enclosed postage-prepaid envelope. We thank you for your continued support. Sincerely, JOHN F. MAHER SIGNATURE JAMES F. MONTGOMERY SIGNATURE John F. Maher James F. Montgomery President and Chief Chairman of the Board Executive Officer
================================================================================ IMPORTANT INFORMATION If your shares of Common Stock are held in the name of a brokerage firm, bank nominee or other institution, only it can sign the GREEN AND GOLD proxy cards with respect to your shares and only after receiving your specific instructions. Please contact the person responsible for your account and give instructions today for the GREEN card to be voted FOR ITEM 1 and the GOLD card to be voted FOR ITEM 1 and AGAINST ITEMS 2-7. If you have questions or need assistance in voting your shares, please contact the firm assisting us in the solicitation of proxies for both the Special and Annual Meetings: Georgeson & Company Inc. Logo WALL STREET PLAZA NEW YORK, NEW YORK 10005 TOLL-FREE: 800-223-2064 BANKS & BROKERS CALL: 212-440-9800 - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----