-----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, Ts75ZPcaVU8nfvWDWtf/ZysWI86zXMloePW9GZjY/XVrSNO9uJ6uU0c1vF2u3j68 1sF53hkjfDL8d8VcuzJZiw== 0000950172-97-000507.txt : 19970526 0000950172-97-000507.hdr.sgml : 19970526 ACCESSION NUMBER: 0000950172-97-000507 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970523 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: 97613686 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 PROXY 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 {_} Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) {_} Definitive Proxy 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 Letterhead] May 23, 1997 Dear Great Western Stockholder: As you know, your Board of Directors has strongly recommended that you approve Great Western's strategic merger with Washington Mutual. We thought you might be interested in reviewing the enclosed summary of why we believe the Great Western/Washington Mutual combination is superior in every way. VOTE GREEN AND GOLD! Remember, you can help pave the way for prompt completion of the Washington Mutual merger. We urge you to sign, date and return: o The enclosed GREEN proxy card to vote FOR the Washington Mutual merger at the Special Meeting, AND o The enclosed GOLD proxy card to vote FOR the Board's nominees and AGAINST each of the other proposals at the Annual Meeting. YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU MAY OWN. Please sign and date the GREEN and GOLD cards and return BOTH of them today in the enclosed postage-paid envelope. 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 continued support. Sincerely, /s/John F. Maher /s/James F. Montgomery John F. Maher James F. Montgomery President and Chief Chairman of the Board Executive Officer 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] o Ahmanson's total o Washington Mutual has a superior stockholder return in the record of financial performance and 1990s has been only 165%. of delivering value. Its cumulative TOTAL RETURN TO STOCKHOLDERS IN THE 1990S HAS BEEN OVER 600% -- more than 3 1/2 times that of Ahmanson. - -------------------------------- ------------------------------------- [Graphic: Box] DIVIDEND HISTORY [Graphic: Box with checkmark] o Ahmanson has not increased o Washington Mutual has increased its dividend since 1987. its dividend 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 with checkmark] o At December 31, 1996, Tangible common o At December 31, 1996, Washington Ahmanson's 3.31% consolidated equity ratio (the Mutual had a ratio of tangible common tangible common equity ratio higher the better) equity to tangible assets of 4.83%--A was one of the lowest among STRONGER CAPITAL POSITION--that will major savings and loan holding allow Washington Mutual to take companies. advantage of future growth opportunities. Washington Mutual's o Ahmanson's $3.2 billion financial strategy is predicated on planned share repurchases plus capital retention and growth. common stock dividends from the beginning of the fourth quarter of 1997 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] o An Ahmanson/Great Western o Washington Mutual shares common combination would mean a information systems with Great difficult and time consuming Western, which should greatly integration process. Ahmanson facilitate the integration of the two uses an information system companies' operations and the which is outdated, and not achievement of cost savings and compatible with Great operating efficiencies at a minimal Western's. This could cost and on a timely basis. increase the difficulty and cost of implementing the technology conversion in a reasonable time. - -------------------------------- ------------------------------------- [Graphic: Box] TRACK RECORD [Graphic: Box with checkmark] o Ahmanson's current o Washington Mutual's management has management team, many members a proven record of achieving cost of which have been hired by savings, operating efficiencies and Ahmanson only within the past revenue enhancements in connection several years, has limited its with the integration of acquired focus to branch acquisitions companies. Washington Mutual's and divestitures. 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] o By asking the Court to o Washington Mutual and Great artificially delay the vote on Western have a definitive merger the Washington Mutual merger agreement. With stockholders voting until six weeks after the vote on June 13 and regulatory approvals at the June 13 Annual Meeting expected by late June or early July, is certified, Ahmanson is THE MERGER COULD CLOSE LESS THAN 2 effectively seeking to delay MONTHS FROM NOW. your opportunity to vote on 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 23, 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: 212-440-9800. [Great Western Letterhead] May 23, 1997 Dear Great Western Stockholder: As you know, your Board of Directors has strongly recommended that you approve Great Western's strategic merger with Washington Mutual. We thought you might be interested in reviewing the enclosed summary of why we believe the Great Western/Washington Mutual combination is superior in every way. VOTE GREEN AND GOLD! Remember, you can help pave the way for prompt completion of the Washington Mutual merger. To approve the merger at the Special Meeting, simply sign, date and return the enclosed GREEN voting instruction form today. Under separate cover you are receiving a GOLD voting instruction form relating to the Annual Meeting, which we urge you also to sign, date and return. YOUR VOTE ON BOTH THE GREEN AND GOLD VOTING INSTRUCTION FORMS IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU MAY OWN. 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 continued support. Sincerely, /s/ John F. Maher /s/ James F. Montgomery John F. Maher James F. Montgomery President and Chief Chairman of the Board Executive Officer 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] o Ahmanson's total o Washington Mutual has a superior stockholder return in the record of financial performance and 1990s has been only 165%. of delivering value. Its cumulative TOTAL RETURN TO STOCKHOLDERS IN THE 1990S HAS BEEN OVER 600% -- more than 3 1/2 times that of Ahmanson. - -------------------------------- ------------------------------------- [Graphic: Box] DIVIDEND HISTORY [Graphic: Box with checkmark] o Ahmanson has not increased o Washington Mutual has increased its dividend since 1987. its dividend 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 with checkmark] o At December 31, 1996, Tangible common o At December 31, 1996, Washington Ahmanson's 3.31% consolidated equity ratio (the Mutual had a ratio of tangible common tangible common equity ratio higher the better) equity to tangible assets of 4.83%--A was one of the lowest among STRONGER CAPITAL POSITION--that will major savings and loan holding allow Washington Mutual to take companies. advantage of future growth opportunities. Washington Mutual's o Ahmanson's $3.2 billion financial strategy is predicated on planned share repurchases plus capital retention and growth. common stock dividends from the beginning of the fourth quarter of 1997 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] o An Ahmanson/Great Western o Washington Mutual shares common combination would mean a information systems with Great difficult and time consuming Western, which should greatly integration process. Ahmanson facilitate the integration of the two uses an information system companies' operations and the which is outdated, and not achievement of cost savings and compatible with Great operating efficiencies at a minimal Western's. This could cost and on a timely basis. increase the difficulty and cost of implementing the technology conversion in a reasonable time. - -------------------------------- ------------------------------------- [Graphic: Box] TRACK RECORD [Graphic: Box with checkmark] o Ahmanson's current o Washington Mutual's management has management team, many members a proven record of achieving cost of which have been hired by savings, operating efficiencies and Ahmanson only within the past revenue enhancements in connection several years, has limited its with the integration of acquired focus to branch acquisitions companies. Washington Mutual's and divestitures. 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] o By asking the Court to o Washington Mutual and Great artificially delay the vote on Western have a definitive merger the Washington Mutual merger agreement. With stockholders until six weeks after the vote voting on June 13 and regulatory at the June 13 Annual approvals expected by late June or Meeting is certified, Ahmanson early July, THE MERGER COULD CLOSE is effectively seeking to delay LESS THAN 2 MONTHS FROM NOW. your opportunity to vote on 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 23, 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: 212-440-9800. -- IMPORTANT ALERT -- THIS IS NOT A DUPLICATE MAILING! The enclosed GOLD voting instruction form relates to Great Western's upcoming Annual Meeting. We have mailed to you, under separate cover, the GREEN voting instruction form for the vote on the Washington Mutual merger at Great Western's Special Meeting. 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 -----END PRIVACY-ENHANCED MESSAGE-----