-----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, WurheYs3Y34nxu3Z2thKkQkvo4DjUZ+7iCPd7a7sCVlWDdxKAgZ0wy0PaohyrPlm 7Yi+TZYF9AwON3qyzs3zdA== 0000950172-97-000186.txt : 19970306 0000950172-97-000186.hdr.sgml : 19970306 ACCESSION NUMBER: 0000950172-97-000186 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970305 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: 97551111 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 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) {_} Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) {_} Definitive Proxy Statement (Revocation of Consent Statement) {X} Definitive Additional Materials {_} Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 GREAT WESTERN FINANCIAL CORPORATION ----------------------------------------- (Name of Registrant as Specified in Its Charter) ----------------------------------------- (Name of Person(s) Filing Proxy 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 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 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: _________________________________________________ [GREAT WESTERN FINANCIAL CORPORATION LETTERHEAD] Contact: Ian Campbell 818-775-3773 FOR IMMEDIATE RELEASE Charlie Coleman 818-775-3766 March 5, 1997 GREAT WESTERN URGES STOCKHOLDERS NOT TO SIGN AHMANSON'S CONSENT SOLICITATION CHATSWORTH, Calf. -- Great Western Financial Corporation (NYSE:GWF) announced today that it is distributing its Revocation of Consent material in opposition to Ahmanson's consent solicitation. In a letter sent to its stockholders, Great Western pointed out that Ahmanson's effort to solicit consents is a blatant attempt to limit Great Western's Board's options and flexibility in evaluating Ahmanson's proposal and related matters. Great Western asks its stockholders to sign the BLUE Consent Revocation Card and not to sign Ahmanson's WHITE card. If stockholders have previously signed a WHITE Ahmanson card, Great Western urges them to sign a BLUE Consent Revocation Card revoking any consent previously given to Ahmanson. The text of the letter sent to Great Western stockholders follows: Dear Great Western Stockholder: On February 18, 1997, H. F. Ahmanson & Company ("Ahmanson"), a major competitor, unilaterally announced a proposal for a merger with Great Western. Under Ahmanson's proposal, you would receive Ahmanson stock in exchange for your shares of Great Western stock. In an effort to pressure your Board to make hasty decisions, Ahmanson also has commenced a consent solicitation in support of four amendments to your Company's By-laws and one other item. The matters for which Ahmanson is soliciting consents are described in Great Western's enclosed Revocation of Consent Statement. Your Board of Directors, with the assistance of its financial and legal advisors, is carefully considering its responses to the Ahmanson proposal. Your Board is acutely aware of its fiduciary responsibilities, and we can assure you that your Board will act at all times in your best interests. Ahmanson, on the other hand, has absolutely no obligation to protect your interests, and can be expected to act at all times solely in its own self-interest. We see Ahmanson's effort to solicit your consent as a blatant attempt to limit your Board's options and flexibility in evaluating the Ahmanson proposal and related matters. For example, one of Ahmanson's proposed By-law amendments, as a practical matter, could preclude the Board from attracting other potential bidders for Great Western. Great Western is challenging the legality of this proposed By-law amendment in the Delaware Chancery Court. Your Board unanimously opposes Ahmanson's consent solicitation and strongly urges you not to sign any WHITE consent cared furnished by Ahmanson. You can act today to protect your interests. Whether or not you have previously signed a WHITE Ahmanson consent card, please sign, date and mail the enclosed BLUE Consent Revocation Card and return it in the enclosed postage-paid envelope. We thank you for your consideration and support, and we assure you that we will continue to keep you informed as events unfold. Sincerely, John F. Maher James F. Montgomery President and Chief Chairman of the Board Executive Officer Copies of the consent revocation materials are available from Great Western's proxy solicitor, Georgeson & Company, Inc. by calling 1-800-223-2064. 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 financial 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-----