Shareholders at Great Western Agree to a Merger with Washington Mutual

With little fanfare, shareholders of Great Western Financial Corp. on Friday approved the thrift's merger with Washington Mutual Inc.

The vote, which counted 98% in favor of the agreement, brings to a formal close the nearly four-month takeover battle initiated by neighboring H.F. Ahmanson & Co.

Regulatory approval is expected within three to four weeks.

Ahmanson withdrew its hostile bid two weeks ago, paving the way for Wamu's victory.

"This merger makes Great Western one of the premier banking franchises on the West Coast," John F. Maher, Great Western's chief executive officer, told the audience of about 300, many of whom were employees. The roughly $6.8 billion deal will create the country's largest thrift, with $88 billion of assets.

Few shareholders questioned the acquisition. One asked how the deal would benefit the Southern California community other than "putting a few more bucks in shareholders pockets."

"Certainly there will be some consolidation, but the net result will be positive," Mr. Maher responded. "We believe we will now be able to compete effectively with the Wells Fargos and BankAmericas."

In a press conference following the meeting, Mr. Maher said he was uncertain how many employees would be laid off as a result of the merger.

Wamu has proposed closing 100 retail branches in California, about half as many as Ahmanson said it would close if it had succeeded with its bid. Analysts had estimated Ahmanson's deal would have necessitated between 2,000 and 4,000 layoffs.

Mr. Maher said staffing decisions, at least at the senior level, could be completed within a few weeks.

The 54-year-old executive, who will become a director of the combined company, said he planned to help out during the integration, but that his role "would be significantly diminished beginning this afternoon."

Asked why Great Western has now joined the long list of acquired financial institutions, Mr. Maher said the criticism by the investment community about the company's high costs in the past was "valid."

"But we've been rumored as a takeover candidate for so long, not because of lack of performance, but because we are the most bank-like of thrifts," he said.

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