Ahmanson Gains in Bid for Earlier Meeting

Great Western Financial Corp. acknowledged Monday that its hostile suitor, H.F. Ahmanson & Co., appears to have won shareholder support for a potentially critical proposal that could force Great Western to hold its annual meeting by May 6.

Ahmanson, the parent of Home Savings of America, the nation’s largest thrift, said it would ask a Delaware Chancery Court on Thursday to order Great Western to abide by that proposal.

Great Western’s annual shareholder meeting was originally scheduled for today. But the Chatsworth-based thrift, which has a friendly merger agreement with Washington Mutual of Seattle, had delayed the meeting to June 13 in an effort to thwart Ahmanson’s expected proxy fight.

Great Western’s strategy, as insiders see it, is to obtain regulatory approval for its merger with Washington Mutual and then take the merger agreement to a vote at a special shareholders’ meeting--all before an annual shareholders’ meeting.

That would seal the merger without giving Ahmanson a chance at the annual meeting to add its nominated directors to Great Western’s board or change important bylaws that could give Ahmanson an advantage.

Both sides were unsure whether the court in Delaware, where Great Western is incorporated, would take action Thursday on Ahmanson’s request.

The proposal is one of several that Ahmanson, as a Great Western shareholder, introduced and submitted to Great Western stockholders for a vote. Ahmanson said it delivered a majority of shareholder votes, or “consents,” supporting the earlier annual meeting date to Great Western on April 9. But Great Western said its independent inspector just now completed the preliminary count and has not yet certified the consents, which may be necessary before the Delaware court can act.

Ever since Ahmanson launched its hostile takeover bid Feb. 17, Great Western has refused to meet with its longtime Irwindale-based rival and has twice rejected Ahmanson’s offer.

Ahmanson’s latest, sweetened bid was worth $6.11 billion, or $42.90 per share, to Great Western stockholders, based on Monday’s closing stock prices. Washington Mutual’s offer was valued at $5.96 billion, or $41.85 a share.

In recent days, stocks of all three companies have fallen in tandem with the overall market, and the slide continued Monday. Ahmanson’s stock dropped 25 cents to close at $35.75 on the New York Stock Exchange, and Washington Mutual was down 12.5 cents to $46.50 on Nasdaq. Meanwhile, Great Western fell 37.5 cents to $40 on NYSE.

Separately, Washington Mutual, bowing to pressure from certain community groups, clarified the previously announced 10-year, $75-billion community reinvestment commitment that it would make after merging with Great Western. The pledge was $5 billion more than Ahmanson’s merger-related commitment, but the Greenlining Institute and the Community Reinvestment Committee both objected, saying Washington Mutual’s proposal was vague.

Among the changes, Washington Mutual agreed that if it merged with Great Western, it not only would commit to making $9 billion in small-business loans over 10 years, but also would try to provide 30% of that amount to businesses owned by minorities and disabled persons.