Great Western Moves to Block Ahmanson

Great Western Financial Corp. on Wednesday filed a counterclaim against H.F. Ahmanson & Co. related to the thrift’s $6.14-billion hostile bid for Great Western.

In a statement, Great Western said the proposed bylaw amendment under which Ahmanson is soliciting consents is illegal and unenforceable and is “an improper intrusion into the statutory powers of the board of directors.” Ahmanson, based in Irwindale, offered to buy rival Great Western in a stock transaction that would create a powerful thrift in the quickly consolidating California market.

So far, Great Western has not replied to Ahmanson’s offer, fueling speculation that the thrift is trying to forge a more favorable deal with another institution, such as Norwest Corp. or Washington Mutual Savings Bank.

In its counterclaim, Chatsworth-based Great Western is seeking to block Ahmanson’s attempt to establish a ceiling for any “lockup” agreement the thrift might set with another bidder. In corporate takeovers, a lockup agreement is a fee that two merging companies set to discourage either company from walking away.

Ahmanson is seeking to set the ceiling at $100 million, but Great Western would prefer it to be higher so other bidders would not be turned off by a low payout in the event Ahmanson came forward with a higher offer.

Great Western also is seeking to block Ahmanson’s attempts to eliminate Great Western’s so-called poison pill takeover defense, a move that would make it more expensive for Ahmanson to acquire the thrift.

In a statement, Ahmanson called the counterclaim “another self-serving attempt by Great Western to muzzle its own shareholders.”

“In less than a week, Great Western has manipulated its bylaws 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,” the company said.

On Tuesday, Great Western postponed its annual meeting from its previously scheduled date of April 22. A new date has not been set.

Great Western also created an employee severance program that could raise the cost of a takeover by Ahmanson.

Great Western shares lost 37.5 cents to close at $46.50, while Ahmanson shares gained 50 cents to close at $42. Both trade on the New York Stock Exchange.