-----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, Vm82uNAYYwJ+dZiloF7LTfRivhUAAhgbCXKNuVNEXJQKaIHG6+BR431+0CEeMuUV y0WR7vj32ofhyJrERLNdbQ== 0000950172-97-000515.txt : 19970528 0000950172-97-000515.hdr.sgml : 19970528 ACCESSION NUMBER: 0000950172-97-000515 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970527 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: 97614551 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. 5 As filed with the Securities and Exchange Commission on May 27, 1997 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------- Amendment No. 5 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. 4 thereto. Item 9. Material to be Filed as Exhibits. The following Exhibits are filed herewith: Exhibit 32: Newspaper Advertisement, dated May 25, 1997 and May 27, 1997. Exhibit 33: Great Western Employee Merger Bulletin. Exhibit 34: Newspaper Advertisement, dated May 27, 1997. Exhibit 35: Revised slide to the presentation to investment analysts which was filed with the Securities and Exchange Commission on May 22, 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: May 27, 1997 EX-99 2 EXHIBIT 32 - NEWSPAPER ADVERTISEMENT Exhibit 32 [NEWSPAPER ADVERTISEMENT] [Graphic: Picture of Fortune Magazine chart entitled "Savings Institutions".] 1996 1995 Company Score 1 2 Washington Mutual 7.06 2 1 Golden West Financial 6.96 3 5 Standard Federal Bancorp. 6.18 4 - Charter One Financial 5.90 5 4 H.F. Ahmanson 5.75 [Graphic: A circle is made around the first horizontal line to include "1, 2, and Washington Mutual".] Fortune, Magazine, March 3, 1997 Ever notice you never hear anyone yelling "we're number five?" But being number one, on the other hand, is something worth talking about. When Washington Mutual was rated the number one most admired savings institution in the country by our peers in Fortune Magazine, it was nice to know people were paying attention. Paying attention to the way we treat our customers and employees, our top-rated line of products and services, the quality of our management team and our long-term return to shareholders. Maybe that's one of the many reasons why the Great Western Board of Directors chose us to be their merger partner. [Graphic: Box containing the following language "1997 FORTUNE America's Most Admired Companies".] [Washington Mutual logo] The friend of the family.* FDIC insured *"America's Most Admired Companies" and Fortune Magazine are trademarks belonging to Time, Inc. EX-99 3 EXHIBIT 33 - MERGER BULLETIN Exhibit 33 Merger Bulletin [Great Western Logo] May 27, 1997 Vol. 1 Number 10 To All Employees "Check It Out" Advertisement Compares Washington Mutual With Ahmanson For your information, attached is an advertisement that appeared in the New York Times and Los Angeles Times newspapers. The ad compares the performance of WAMU and Ahmanson in certain respects, including stockholder return, dividend history and capital position. It also compares merger issues such as integration risk, track record and timing. [A complete copy of the advertisement filed by Great Western Financial Corporation with the Securities and Exchange Commission on May 21, 1997, is attached to this bulletin.] Published by Corporate Communications -- Great Western -- N 11 36 -- 9200 Oakdale Avenue, Chatsworth, CA 91311 EX-99 4 EXHIBIT 34 - NEWSPAPER ADVERTISEMENT Exhibit 34 [Newspaper Advertisement] [Graphic: excerpts from analyst reports beginning and ending with large quotation marks in circles] "We continue to be impressed with the depth of the Washington Mutual management team and are now even more comfortable with the Company's future growth prospects. . . . Through significant investment in technology and the active use of partnerships and outsourcing agreements, Washington Mutual now enjoys the benefits of state-of-the-art operating systems which are all Year 2000 compliant." Joseph Morford Alex. Brown, Research Report, May 14, 1997 "We came away from the presentation with increased confidence in Washington Mutual's ability to execute its consumer banking strategy, particularly in California. One of our clients put it best: they actually seem to be running their bank like a business!" Kenneth Posner Morgan Stanley, Research Report, May 14, 1997 "Experience is plentiful and demonstrated in many ways, especially in the integration (of) acquisitions -- over 20 in the last ten years -- and also in terms of stock price appreciation -- rising 35% per year compounded for the past seven years." Steven Schroll Piper Jaffray, Research Report, May 14, 1997 It's true that the best advertising is word of mouth. [Washington Mutual logo] Permission for use of analysts' quotes was sought and granted. FDIC Insured GROWTH + VALUE + EXPERIENCE = WASHINGTON MUTUAL EX-99 5 EXHIBIT 35 Exhibit 35 EVOLUTION OF A SUPER-REGIONAL FRANCHISE - --------------------------------------------------------------------------- [MAP OF THE WESTERN UNITED STATES] 1987(a) Assets $5.7B Loans 3.0B Deposits 3.5B Equity 316.9mm Stock Price 6.28 Market Capitalization 211.9mm [MAP OF THE WESTERN UNITED STATES] 1997: Q1 Assets $46.1B Loans 32.2B Deposits 24.3B Equity 2.4B Stock Price 48.31 Market Capitalization 5.7B (a) As of and for the latest twelve months ended 12/31/87. - --------------------------------------------------------------------------- [LOGO] Washington Mutual Great Western [LOGO] 6 -----END PRIVACY-ENHANCED MESSAGE-----