Ahmanson responds to Great Western's legal action.IRWINDALE, Calif.--(BUSINESS WIRE)--Feb. 26, 1997-- In response to Great Western's legal action seeking to enjoin To direct, require, command, or admonish. Enjoin connotes a degree of urgency, as when a court enjoins one party in a lawsuit by ordering the person to do, or refrain from doing, something to prevent permanent loss to the other party or parties. Ahmanson's consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with of Great Western shareholders, H.F. Ahmanson & Co. (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 AHM Anti-Helicopter Mine ) Wednesday stated: "This is yet another self-serving attempt by Great Western to muzzle its own shareholders. In less than a week, Great Western has manipulated its by-laws to delay a consent solicitation, has indefinitely postponed its annual meeting, has still not set a record date for the consent solicitation, and now has filed a lawsuit that seeks to interfere with the legal rights and best interests of its own shareholders. "We simply do not understand why Great Western is so afraid to hear from its own shareholders. We urge Great Western to stop delaying and respond to our merger proposal. The message from investors has been quite clear: a merger of Great Western and Ahmanson is in the best interest of the shareholders of both companies." H.F. Ahmanson & Co., 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. -0- SHARES OF GREAT WESTERN 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 April 22, 1997 (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 may also solicit consents from stockholders of GWF to approve proposals, without a stockholders' meeting, to adopt a non-binding resolution 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 an amendment 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. Shulte, 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), Anne-Drue M. Anderson (Executive Vice President and Treasurer), Madeleine A. Kleiner (Senior Executive Vice President and General Counsel), Stephen Swartz (Senior Vice President and Director of Investor Relations Investor relations The process by which the corporation communicates with its investors. ), Eric Warmstein (Senior Vice President and Director of Corporate Development), Mary 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 ), Linda McCall (Senior Vice President and Director of Corporate Taxes), Adrian Rodriguez (Vice President of Public Relations), Samantha Davies (Vice President of Public Relations), Peter Bennett Peter Bennett can refer to:
As of the date of this communication, 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 100 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 the date of this communication, 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 the most recent practicable date prior to the date hereof as such information was available, CSFB holds a net 24 shares of GWF common stock and Montgomery does not hold any 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 or the Nominees named above has any interest, direct or indirect, by security holdings or otherwise, in GWF. -0- NOTE TO EDITORS: For past releases and investor relations information, go to http://www.businesswire.com/cnn/ahm.htm CONTACT: H.F. Ahmanson & Co., Irwindale Mary Trigg, 818/814-7922 (media) Steve Swartz, 818/814-7986 (investor) |
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