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Ahmanson Questions Great Western's Opposition to Consent Solicitation.


IRWINDALE, Calif.--(BUSINESS WIRE)--March 17, 1997--In response to inquiries, H.F. Ahmanson & Company (NYSE NYSE

See: New York Stock Exchange
:AHM AHM Automated Hacking Machines
AHM All Hands Meeting
AHM Academy for Healthcare Management
AHM Atom Heart Mother (Pink Floyd album)
AHM Airport Handling Manual
AHM Acutely Hazardous Material
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) Monday issued the following statement:

"We are disappointed that Great Western persists in opposing consent proposals that are simply designed to ensure that its stockholders -- the true owners of the company -- have the opportunity to maximize the value of their investment. We are particularly puzzled by the refrain that our proposals limit Great Western's flexibility when the only binding proposals require it to hold its annual stockholders meeting at the normal time, and to consider all matters properly brought before that meeting.

"Great Western stockholders have absolutely nothing to lose by voting in favor of our consent proposals. Given Great Western's steps to limit its stockholders' flexibility, our consent proposals are the only way Great Western stockholders can express their views on our merger proposal."

H.F. Ahmanson & Company, with assets of nearly $50 billion, is the parent company of Home Savings of America, one of the nation's largest full-service consumer banks.

Shares of Great Western Financial Corporation ("GWF GWF Gay White Female
GWF Gas Wall Furnace (real estate)
GWF Goober with Firewall (used by network administrators for paranoid users with personal firewalls)
GWF Global Warming Factor
GWF Good Work Fella
") common stock held by H.F. Ahmanson & Company ("Ahmanson"), its Directors and Executive Officers and Certain Employees, Other Representatives of Ahmanson and Certain Other Persons Who May Solicit Proxies or Consents, and Certain Transactions Between Any of Them and GWF

Ahmanson and certain other persons named below may solicit proxies (a) to elect three nominees and one or more alternate nominees (the "Nominees") as directors of GWF at the annual meeting of stockholders of GWF to be held on a date to be announced To be announced (TBA)

A contract for the purchase or sale of an MBS to be delivered at an agreed-upon future date but does not include a specified pool number and number of pools or precise amount to be delivered.
 (the "Annual Meeting") and (b) in favor of the adoption at the Annual Meeting of a non-binding stockholder resolution and seven proposals to amend the By-laws of GWF. Ahmanson and certain other persons named below are also soliciting consents from stockholders of GWF to approve proposals, without a stockholders' meeting, to adopt non-binding resolutions A non-binding resolution is a written motion adopted by a deliberative body that cannot progress into a law. The substance of the resolution can be anything that can normally be proposed as a motion.  of stockholders and amendments to the By-laws of GWF. The participants in this solicitation may include Ahmanson; the directors of Ahmanson (Byron Allumbaugh, Harold A. Black, Richard M. Bressler, David R. Carpenter, Phillip D. Matthews, Richard L. Nolan Richard L. Nolan is currently William Barclay Harding Professor of Business Administration at Harvard Business School.

He is a notable pioneer on the topic of large scale IT management, authoring some of the earliest known systematic treatments of this topic (e.g.
, Delia M. Reyes, Charles R. Rinehart, Frank M. Sanchez, Elizabeth A. Sanders, Arthur W. Schmutz, William D. Schulte, and Bruce G. Willison); the following executive officers and employees of Ahmanson or its subsidiaries: Kevin M. Twomey (Senior Executive Vice President and Chief Financial Officer), Madeleine A. Kleiner (Senior Executive Vice President, Chief Administrative Officer A chief administrative officer (CAO) is responsible for administrative management of private, public or governmental corporations. The CAO is one of the highest ranking members of an organization, managing daily operations and usually reporting directly to the chief executive  and General Counsel), Anne-Drue M. Anderson (Executive Vice President and Treasurer), Tim S. Glassett (First Vice President and Assistant General Counsel), Linda McCall (Senior Vice President and Director of Corporate Taxes), Stephen A. Swartz (Senior Vice President and Director of Investor Relations Investor relations

The process by which the corporation communicates with its investors.
), Barbara Timmer (Senior Vice President and Director of Government and Legislative Affairs), Mary A. Trigg (Senior Vice President and Director of Public Relations public relations, activities and policies used to create public interest in a person, idea, product, institution, or business establishment. By its nature, public relations is devoted to serving particular interests by presenting them to the public in the most ), Eric Warmstein (Senior Vice President and Director of Corporate Development), Samantha Davies (Vice President of Public Relations), Adrian Rodriguez (Vice President of Public Relations), and Peter Bennett Peter Bennett can refer to:
  • Peter Bennett, 1st Baron Bennett of Edgbaston (1880–1957), British Conservative party politician
  • Peter Bennett (music promoter) (born c.
 (Assistant Vice President of Public Relations); and the following Nominees: Lawrence A. Del Santo, Robert T. Gelber, Wolfgang Schoellkopf, Hugh M. Grant and John E. Merow. As of March 14, 1997, Ahmanson is the beneficial owner Beneficial Owner

A person who enjoys the benefits of ownership even though title is in another name.

Notes:
For example, when shares of a mutual fund are held by a custodian bank or when securities are held by a broker in street name, the true owner is the beneficial
 of 2,344,800 shares of GWF Common Stock. Other than Mr. Gelber, who owns 332 shares of GWF Common Stock, none of the Nominees is the beneficial owner of any GWF Common Stock.

Other than set forth herein, as of March 14, 1997, neither Ahmanson nor any of its directors, executive officers or other representatives or employees of Ahmanson, any Nominees or other persons known to Ahmanson, who may solicit proxies has any security holdings in GWF. Ahmanson disclaims beneficial ownership of any securities of GWF held by any pension plan or other employee benefit plan of Ahmanson or by any affiliate of Ahmanson. Ahmanson further disclaims beneficial ownership of any securities of GWF held by Ahmanson or any of its subsidiaries for the benefit of third parties or in customer or fiduciary accounts in the ordinary course of business.

Although Credit Suisse First Boston Credit Suisse First Boston was originally the trading name of the Financière Crédit Suisse-First Boston, a London-based 50-50 investment banking joint venture formed in 1978 between the First Boston Corporation and Credit Suisse.  Corporation ("CSFB CSFB Credit Suisse First Boston
CSFB Cyclically Shifted Filter Bank
") and Montgomery Securities ("Montgomery"), financial advisors to Ahmanson, do not admit that they or any of their directors, officers, employees or affiliates are a "participant," as defined in Schedule 14A promulgated prom·ul·gate  
tr.v. prom·ul·gat·ed, prom·ul·gat·ing, prom·ul·gates
1. To make known (a decree, for example) by public declaration; announce officially. See Synonyms at announce.

2.
 under the Securities Exchange Act of 1934 by the Securities and Exchange Commission, or that such Schedule 14A requires the disclosure of certain information concerning CSFB or Montgomery, CSFB and Montgomery may assist Ahmanson in such a solicitation. Each of CSFB and Montgomery engages in a full range of investment banking, securities trading securities trading, financial activity involving transactions of property such as stocks, bonds, commodities, and currency (see securities). Although the trading of stocks and bonds dates back several centuries in many Western nations, the development of the , market-making and brokerage services for institutional and individual clients. In the normal course of their respective businesses, each of CSFB and Montgomery may trade securities of GWF for their own account and the account of their customers and, accordingly, may at any time hold a long or short position in such securities. As of March 12, 1997, CSFB held a net short position of 203,476 shares of GWF common stock and Montgomery held no shares of GWF common stock.

Except as disclosed above, to the knowledge of Ahmanson, none of Ahmanson, the directors or executive officers of Ahmanson, the employees or other representatives of Ahmanson who may participate in this solicitation or the Nominees named above has any interest, direct or indirect, by security holdings or otherwise, in GWF.

Note to editors: for past press releases and investor relations information, go to http://www.businesswire.com/cnn/ahm.htm

CONTACT: H.F. AHMANSON & CO.

Media: Mary Trigg

818/814-7922

Investor: Steve Swartz

818/814-7986
COPYRIGHT 1997 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1997, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Mar 17, 1997
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