-----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, MW5E5IF5ubLmeDuitNbn/smOtHr5ZOPpsR6GQNsCnFIJ3p5iFhAyQ0Q7djb9dS3x GbqsMrVOg2QxtNb6hr6sjg== 0000950172-97-000140.txt : 19970223 0000950172-97-000140.hdr.sgml : 19970223 ACCESSION NUMBER: 0000950172-97-000140 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970220 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970221 SROS: NYSE FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04075 FILM NUMBER: 97540680 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 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K C U R R E N T R E P O R T Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 20, 1997 ----------------------------------------------- Date of Report (Date Of Earliest Event Reported) GREAT WESTERN FINANCIAL CORPORATION ---------------------------------------------------- (Exact Name Of Registrant As Specified In Its Charter) Delaware --------------------------------------------- (State Or Other Jurisdiction Of Incorporation) 1-4075 95-1913457 ----------------------- -------------------------------- (Commission File Number) (IRS Employer Identification No.) 9200 Oakdale Avenue Chatsworth, California 91311 --------------------------------------- ---------- (Address Of Principal Executive Offices) (Zip Code) (818) 775-3411 --------------------------------------------------- (Registrant's Telephone Number, including Area Code) NOT APPLICABLE ------------------------------------------------------------ (Former Name Or Former Address, If Changed Since Last Report) ITEM 5. OTHER EVENTS. On February 20, 1997, the Board of Directors of Great Western Financial Corporation, a Delaware corporation ("Great Western"), adopted an amendment to the By-laws of Great Western. The text of the amendment is attached hereto as Exhibit 99.1 and is incorporated by reference in its entirety. A copy of the press release issued by Great Western in connection with the amendment is also attached hereto as Exhibit 99.2 and is incorporated by reference in its entirety. ITEM 7. FINANCIAL STATEMENT AND EXHIBITS. (c) Exhibits The following exhibits are filed with this Current Report on Form 8-K: Exhibit Number Description 99.1 Text of amendment to the Great Western By- laws. 99.2 Press Release of Great Western, dated February 21, 1997. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized. Dated: February 20, 1997 GREAT WESTERN FINANCIAL CORPORATION By: /s/ J. Lance Erikson Name: J. Lance Erikson Title: Executive Vice President, Secretary and General Counsel EXHIBIT INDEX Exhibit Number Description 99.1 Text of amendment to the Great Western By- laws. 99.2 Press Release of Great Western, dated February 21, 1997. EX-99 2 EXHIBIT 99.1 - BY-LAW AMENDMENT Exhibit 99.1 BY-LAW AMENDMENT ADOPTED FEBRUARY 20, 1997 1. Section 11 of the By-laws shall be amended to add the following paragraph at the end thereof: "Notwithstanding any inconsistent provision which may be contained in these By- Laws, in order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within ten days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within ten days of the date upon which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, 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 by delivery to its registered office in the State of Delaware, its principal place of business, or any officer or agent of the Corporation having custody of the book in which proceedings of stockholders' meetings are recorded, to the attention of the Secretary of the Corporation. Delivery shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action." EX-99 3 EXHIBIT 99.2 Exhibit 99.2 [Great Western Logo] IMMEDIATE RELEASE February 21, 1997 Contact: Ian Campbell (818) 775-3773 Charlie Coleman (818) 775-3766 GREAT WESTERN ADOPTS AMENDMENT TO BY-LAWS CHATSWORTH, Calif. -- Great Western Financial Corporation (NYSE: GWF) today announced that its board of directors had adopted an amendment to Great Western's by-laws establishing procedures for the setting of a record date for consent solicitations. The amendment, which is to take effect immediately, requires that any stockholder of Great Western seeking to have a record date set for a consent solicitation must deliver written notice to Great Western requesting that a record date be established by Great Western's board of directors. The board will then be required, within ten days after the date such request is received, to adopt a resolution fixing a record date for the consent solicitation. Under Delaware law, such record date must be a date within ten days of the date of the adoption of such resolution. On February 18, H.F. Ahmanson & Co. announced its intention to solicit written consents from the stockholders of Great Western with respect to two proposals. The by-law amendment is designed to establish an orderly process for the Ahmanson consent solicitation. With assets of $42.9 billion, Great Western Financial Corporation is a diversified financial services company operating more than 1,150 mortgage lending, retail banking, and consumer finance offices nationwide. The company's principal subsidiary, Great Western Bank, is a mortgage-oriented consumer bank with banking branch networks in California and Florida. -----END PRIVACY-ENHANCED MESSAGE-----