-----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, L+rCaFn4x7ViVY3CIClQqjUozrP4QaNHzCb4AKkOZMItUVksv5RXskaXjWWvhizO 412+9PX7Pl2kVOWx0yleWA== 0000950172-97-000500.txt : 19970522 0000950172-97-000500.hdr.sgml : 19970522 ACCESSION NUMBER: 0000950172-97-000500 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970521 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: 97612651 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. 2 As filed with the Securities and Exchange Commission on May 21, 1997 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------- Amendment No. 2 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 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 thereto. Item 9. Material to be Filed as Exhibits. The following Exhibits are filed herewith: Exhibit 15: Letter to Stockholders of Great Western. Exhibit 16: Newspaper Advertisement, dated May 21, 1997. Exhibit 17: Great Western Employee Merger Bulletin. 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 EX-99 2 EXHIBIT 15 - LETTER TO STOCKHOLDERS Exhibit 15 --IMPORTANT ALERT-- THIS IS NOT A DUPLICATE MAILING Our May 20th letter to you accompanies both the GREEN AND GOLD voting instruction forms relating to the upcoming Special and Annual Meetings. However, due to computer-processing requirements, it was necessary to mail the GOLD and GREEN voting instruction forms in separate envelopes, each accompanied by a copy of the May 20th letter. We apologize for any inconvenience this may cause. WE URGE YOU TO PROTECT THE VALUE OF YOUR INVESTMENT BY SIGNING, DATING AND RETURNING BOTH THE GREEN AND GOLD VOTING INSTRUCTION FORMS TODAY. If you have any questions about how to vote your shares, please call our proxy solicitor, Georgeson & Company Inc., toll-free at 1-800-223-2064. Thank you for your support. GREAT WESTERN FINANCIAL CORPORATION EX-99 3 EXHIBIT 16 - NEWSPAPER ADVERTISEMENT EXHIBIT 16 [Newspaper Advertisement] TO GREAT WESTERN STOCKHOLDERS: CHECK IT OUT . . . [CHECKMARK] GREAT WESTERN/WASHINGTON MUTUAL -- THE SUPERIOR COMBINATION IN EVERY WAY H. F. AHMANSON WASHINGTON MUTUAL ------------------------- ------------------------- [Graphic: Box] STOCKHOLDER RETURN(1) [Graphic: Box with checkmark] * Ahmanson's total * Washington Mutual has stockholder return in a superior record of the 1990s has been only financial performance and 165%. of delivering value. Its cumulative TOTAL RETURN TO STOCKHOLDERS IN THE 1990S HAS BEEN OVER 600% -- more than 31/2 times that of Ahmanson. [Graphic: Box] DIVIDEND HISTORY [Graphic: Box with checkmark] * Ahmanson has not * Washington Mutual has increased its dividend increased its dividend since 1987. over the past seven consecutive quarters and every year since 1990. DURING THE PAST FIVE YEARS, WASHINGTON MUTUAL HAS INCREASED ITS DIVIDENDS AN AVERAGE OF 29% PER YEAR.(2) [Graphic: Box] CAPITAL STRENGTH [Graphic: Box Tangible common with checkmark] * At December 31, equity ratio (the * At December 31, 1996, 1996, Ahmanson's 3.31% higher the better) Washington Mutual had a consolidated tangible ratio of tangible common common equity ratio was equity to tangible assets one of the lowest among of 4.83%--A STRONGER major savings and loan CAPITAL POSITION--that holding companies. will allow Washington Mutual to take advantage * Ahmanson's $3.2 of future growth billion planned share opportunities. Washington repurchases plus common Mutual's financial stock dividends from strategy is predicated on the beginning of the capital retention and fourth quarter of 1997 growth. through 1999 total nearly 180% of cumulative net income to common stock during the same period.(3) As a result, Ahmanson's pro forma capital position would continue to be weak. [Graphic: Box] INTEGRATION RISK [Graphic: Box with checkmark] * An Ahmanson/Great * Washington Mutual Western combination shares common information would mean a difficult systems with Great and time consuming Western, which should integration process. greatly facilitate the Ahmanson uses an integration of the two information system companies' operations which is outdated, and and the achievement of not compatible with cost savings and Great Western's. This operating efficiencies could increase the at a minimal cost and difficulty and cost of on a timely basis. implementing the technology conversion in a reasonable time. [Graphic: Box] TRACK RECORD [Graphic: Box with checkmark] * Ahmanson's current * Washington Mutual's management team, many management has a proven members of which have record of achieving cost been hired by Ahmanson savings, operating only within the past efficiencies and revenue several years, has enhancements in connection limited its focus to with the integration of branch acquisitions and acquired companies. divestitures. Washington Mutual's current management team has consummated more than 20 acquisitions, including both in-market and out-of-market acquisitions of banks and thrifts of varying size. [Graphic: Box] TIMING [Graphic: Box with checkmark] * By asking the Court * Washington Mutual and to artificially delay Great Western have a the vote on the definitive merger Washington Mutual agreement. With merger until six weeks stockholders voting on after the vote at the June 13 and regulatory June 13 Annual Meeting approvals expected by is certified, Ahmanson late June or early July, is effectively seeking THE MERGER COULD CLOSE to delay your LESS THAN 2 MONTHS FROM opportunity to vote on NOW. the merger until late summer, and maybe until after Labor Day.
- ------------------ 1 Source: Bloomberg Financial Markets. Total stockholder return assumes reinvestment of dividends. Applicable period is through March 31, 1997. 2 For the period December 31, 1991 through December 31, 1996. 3 Calculated by Great Western, based on data publicly disclosed by Ahmanson on March 25, 1997. [Great Western Logo] May 21, 1997 PROTECT YOUR INVESTMENT. VOTE THE GREEN AND GOLD PROXY CARDS TODAY! IMPORTANT If you have any questions, please call our solicitor, GEORGESON & COMPANY INC. Call toll free: 800-223-2064. Banks and brokers call: 212-440-8800. EX-99 4 EXHIBIT 17 - MERGER BULLETIN Exhibit 17 Merger Bulletin [Great Western Logo] May 21, 1997 Vol. I Number 9 To All Employees Community Advertisements Placed In California and Florida Newspapers For your information, the attached advertisements appeared in leading daily and weekly newspapers in California and Florida earlier this week. These ads feature excerpts from letters Great Western has received from community leaders in support of the Great Western/Washington Mutual merger. Published by Corporate Communications -- Great Western -- N 11 36 -- 9200 Oakdale Avenue, Chatsworth, CA 91311 [NEWSPAPER ADVERTISEMENT] Thank you, California, for your warm support of Washington Mutual and Great Western. [Graphic: Excerpts from letters.] "I further move that the City Clerk be instructed to notify the Office of Thrift Supervision of the City of Los Angeles opposition to the hostile takeover by H. F. Ahmanson due to significant financial impact on the City of Los Angeles and the expected loss of over 3,000 jobs." Hal Bernson-Councilman, 12th District Los Angeles City Council Motion passed unanimously, 4/2/97 "Like all good legacies, the proposed [Great Western/Washington Mutual] merger has garnered our support because it will enable the good works of both institutions to continue in underserved communities." Lori Gay- Los Angeles Neighborhood Housing Services, 4/17/97 "We prefer that mergers be non-hostile and interested not only in shareholder values but also in stakeholder values...We perceive the Washington Mutual/Great Western merger as a promise to continue and grow the stake." Steven D. Johnson- First African Methodist Episcopal Church, 4/18/97 "...we are writing to state our full support of the proposed merger between Great Western Bank and Washington Mutual." John W. Johnson- San Diego Urban League, Inc., 4/17/97 "I am writing on behalf of Consumer Action (CA), a non-profit consumer education and advocacy organization with offices in San Francisco and Los Angeles, to oppose the proposed hostile takeover of Great Western by H.F. Ahmanson." Ken McEldowney- Consumer Action, 4/4/97 "I am writing to you to urge the approval of Washington Mutual's merger with Great Western Bank. I believe that this merger is one that will greatly benefit not only the two entities in question, but the public as well." Dolores Sanchez- Eastern Group Publications, Inc., 4/17/97 "The purpose of this letter is to support the merger of Great Western Bank and Washington Mutual...[Great Western/Washington Mutual] we applaud and appreciate their mutual commitment to America's lower income communities." Dean L. Rohrbach- San Diego Neighborhood Housing Service, 4/21/97 These are just a few of the many letters we have received supporting Washington Mutual and Great Western. The community has spoken. WASHINGTON MUTUAL/GREAT WESTERN FINANCIAL: BUILDING A PARTNERSHIP WITH THE COMMUNITY [Washington Mutual logo] [Great Western logo] May 19, 1997 [NEWSPAPER ADVERTISEMENT] Thank you, Florida, for your warm support of Washington Mutual and Great Western. [Graphic: Excerpts from letters.] "The numerous commitments made by the Washington Mutual/Great Western Partnership should not only be commended, but highly encouraged and emulated by others in the industry...We at Miami-Dade Neighborhood Housing Services, Inc., proudly support the proposed merger..." Gail Williams- Miami-Dade Neighborhood Housing Services, 5/5/97 "Great Western has been a terrific corporate citizen in Dade County and south Florida...it appears that Washington Mutual will continue to follow the leadership established by Great Western." William O. Cullom- The Greater Miami Chamber of Commerce, 5/5/97 "I am writing in support of the proposed merger of Great Western Bank and Washington Mutual...the Orlando Neighborhood Improvement Corporation strongly supports the proposed merger of Great Western Bank and Washington Mutual." Robert E. Ansley- Orlando Neighborhood Improvement Corporation, 4/16/97 "We truly appreciate Great Western/Washington Mutual's commitment to diversity as reflected in its current minority-owned business program." Windell Paige- Florida Regional Minority Purchasing Council, Inc., 5/2/97 "We are writing to express our support for the merger of Great Western and Washington Mutual." Donald E. Bowen- Urban League of Broward County, Inc., 4/16/97 These are just a few of the many letters we have received supporting Washington Mutual and Great Western. The community has spoken. WASHINGTON MUTUAL/GREAT WESTERN FINANCIAL: BUILDING A PARTNERSHIP WITH THE COMMUNITY [Washington Mutual logo] [Great Western logo] May 19, 1997 -----END PRIVACY-ENHANCED MESSAGE-----