-----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, Gdw6gqkb5QdVNABhGIPFFuiLfBCJuhsoUphFe42dRiBrdwxB1m+ccR7fXNYqfCeK O1MNjTAw54xYL7HOjrilKg== 0000950172-97-000151.txt : 19970226 0000950172-97-000151.hdr.sgml : 19970226 ACCESSION NUMBER: 0000950172-97-000151 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970225 SROS: NYSE SROS: PSE 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-04075 FILM NUMBER: 97542720 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 DEFA14A 1 SCHEDULE 14A INFORMATION SCHEDULE 14A INFORMATION Revocation Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant {X} Filed by a Party other than the Registrant {_} Check the appropriate box: {_}Preliminary Proxy Statement (Revocation of Consent Statement) {_}Definitive Proxy Statement (Revocation of Consent Statement) {_}Definitive Additional Materials {X}Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12 GREAT WESTERN FINANCIAL CORPORATION ----------------------------------------- (Name of Registrant as specified in its charter) GREAT WESTERN FINANCIAL CORPORATION ----------------------------------------- (Name of person(s) filing proxy statement) 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: _______________________________ (4) Proposed maximum aggregate value of transactions: _________________ (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 registra- tion 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: _______________________________________________________ EX-99 2 EXHIBIT 99 - PRESS RELEASE IMMEDIATE RELEASE FEBRUARY 25, 1997 Contact: Ian Campbell (818) 775-3773 Charlie Coleman (818) 775-3766 GREAT WESTERN POSTPONES ANNUAL MEETING CHATSWORTH, Calif. Great Western Financial Corpo- ration (NYSE: GWF) today announced that, in light of recent and ongoing events, it has postponed its Annual Meeting of Shareholders that was scheduled to occur on April 22, 1997. A new date for the Annual Meeting has not yet been set. John Maher, Great Western's President and Chief Executive Officer, said "We don't want our shareholders put in a position of having to make important decisions without the benefit of all information they need." Great Western stated that its Board of Directors and manage- ment, with the assistance of Great Western's legal and financial advisors, is continuing to review the Ahmanson proposal and related matters. Great Western also announced the adoption of a broad-based change-in-control severance plan for the benefit of its employees. Maher said "We have a fine organization, fine products and outstanding employees. The severance plan is designed to help our employees stay focused on what they do best -- providing the best prod- ucts and services to our customers." Great Western further stated that it will oppose Ahmanson's previously announced consent solicitation. Great Western stated that the proposals are intended to limit Great Western's options and are not in the best interests of Great Western and its shareholders. With assets of $42.9 billion, Great Western Finan- cial 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. Great Western and certain other persons named below may be deemed to be participants in the solicitation of revocations of consents in response to Ahmanson's consent solicitation. The participants in this solicitation may include the directors of Great Western (James F. Montgom- ery, John F. Maher, Dr. David Alexander, H. Frederick Christie, Stephen E. Frank, John V. Giovenco, Firmin A. Gryp, Enrique Hernandez, Jr., Charles D. Miller, Dr. Alberta E. Siegel and Willis B. Wood, Jr.); the following executive officers of Great Western: J. Lance Erikson (Executive Vice President, Secretary and General Coun- sel), Carl F. Geuther (Vice Chairman and Chief Financial Officer), Michael M. Pappas (Vice Chairman and President, Consumer Finance Division), A. William Schenck III (Vice Chairman), Ray W. Sims (Executive Vice President), and Jaynie M. Studenmund (Executive Vice President); and the following other members of management of Great Western: Stephen F. Adams (First Vice President, Associate General Counsel and Assistant Secretary), Bruce F. Antenberg (Senior Vice President-Finance, Treasurer and Assistant Secretary), Barry R. Barkley (Senior Vice President and Controller), Ian D. Campbell (Senior Vice President), Charles Coleman (Vice President, Great Western Bank), Allen D. Meadows (Senior Vice President, Great Western Bank), and John A. Trotter (First Vice President, Great Western Bank). As of the date of this communication, James F. Montgomery and John F. Maher beneficially owned 605,488 shares and 611,762 shares of Great Western common stock, respectively (including shares subject to stock options exercisable within 60 days). The remaining participants do not individually, or in the aggregate, beneficially own in excess of 1% of Great Western's equity securities. -----END PRIVACY-ENHANCED MESSAGE-----