-----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, Eb408vHXUwU9LbUkg5vpJM3F9IQQUlT1T4ZGRETjsFcy4C8nfkIvA9zq6Arc5KqF kaRj0t6vT2enXsqcf6wIrA== 0000950172-97-000533.txt : 19970603 0000950172-97-000533.hdr.sgml : 19970603 ACCESSION NUMBER: 0000950172-97-000533 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970602 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: 97618138 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 SCHEDULE 14D9 - AMENDMENT NO. 9 As filed with the Securities and Exchange Commission on June 2, 1997 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------ Amendment No. 9 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 Notices 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 Great Western Financial Corporation ("Great Western") hereby amends and supplements its statement on Schedule 14D-9 initially filed with the Securities and Exchange Commission on May 20, 1997, as amended by Amendment No. 1 through Amendment No. 8 thereto. Item 9. Material to be Filed as Exhibits. The following Exhibits are filed herewith: Exhibit 47: Newspaper Advertisement, dated June 2, 1997. Exhibit 48: Press Release issued by Great Western, dated June 2, 1997. 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: June 2, 1997 EX-99 2 EXHIBIT 47 - NEWSPAPER ADVERTISEMENT Exhibit 47 To All Great Western Stockholders: READ WHAT THE EXPERTS ARE SAYING ABOUT WASHINGTON MUTUAL AND GREAT WESTERN... "Washington Mutual's reputation for growth through acquisition remained intact with the definitive agreement to acquire Great Western. The combined companies will have a combined balance sheet that will be well capitalized with strong credit quality, strong revenue enhancement opportunities in both spread and fee income, and continued cost take-out opportunities." First Call, Piper Jaffray: Steven R. Schroll, May 14, 1997. "A combined WAMU-Great Western would be well positioned to compete with BankAmerica and Wells Fargo throughout the west and is likely to produce high returns and strong earnings growth into the next century. . . .The value likely to be created from the combination should be substantial." First Call, Bear Stearns: David Hochstim, May 14, 1997. "[W]e believe that Washington Mutual will produce faster EPS growth than Ahmanson. . . Ahmanson's management is committed to a strategy that de-emphasizes the mortgage and gives rise to balance-sheet shrinkage and share repurchase that, in our view, represents a suboptiomal use of capital." Bernstein Research, Sanford Bernstein: Jonathan E. Gray, May 2, 1997. "WAMU still has the advantage of a friendly merger agreement and the ability to complete the transaction almost immediately following the vote." First Call, Alex. Brown: Joseph K. Morford III, May 14, 1997. PROTECT YOUR INVESTMENT. VOTE THE GREEN AND GOLD PROXY CARDS TODAY! GREAT WESTERN/WASHINGTON MUTUAL - SUPERIOR MERGER. . .SUPERIOR PARTNER. . .SUPERIOR VALUE [Great Western Logo] June 2, 1997 IMPORTANT If you have any questions, please call our solicitor, GEORGESON & COMPANY INC. Call toll free: 800-223-2064. Banks and brokers call (212) 440-9800. Permission for use of analysts' quotes was sought and granted. EX-99 3 EXHIBIT 48 - PRESS RELEASE Exhibit 48 [Press Release] [Great Western Logo] NEWS FOR IMMEDIATE RELEASE June 2, 1997 Contact: Ian Campbell 818-775-3773 Charlie Coleman 818-775-3766 GREAT WESTERN CORRECTS AHMANSON'S MISREPRESENTATION OF STATUS OF WASHINGTON MUTUAL'S APPLICATION TO OTS CHATSWORTH, Calif. - Great Western Financial Corporation (NYSE: GWF), in the following statement, corrects Ahmanson's misrepresentation of the status of Washington Mutual's application to the Office of Thrift Supervision (OTS): "Great Western is confident that Washington Mutual is on track for a successful conclusion to the OTS application process later this month. Ahmanson has again attempted to create a regulatory 'red herring' in an effort to mislead stockholders concerning the timing and condition of Washington Mutual's application. Great Western states unequivocally and categorically that Ahmanson's multiple holding company issue has no basis in fact or in law." 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. Great Western's principal subsidiary, Great Western Bank, is a mortgage-oriented consumer bank with banking branch networks in California and Florida. # # # -----END PRIVACY-ENHANCED MESSAGE-----