Unlike most thrift operators, Great Western Financial Corp.'s soon-to- be-retired chief executive John F. Maher is no stranger to a hostile takeover battle.
His background as an investment banker with the former Eastman Dillon Union Securities & Co. in the 1970s and with Lehman Brothers in the 1980s seems to have been a key aid in Great Western's successful defense against H.F. Ahmanson & Co.'s hostile overture.
"It had to make a difference," he said in an interview.
In New York last week to celebrate Great Western's imminent merger with white knight Washington Mutual Inc., Mr. Maher said that unlike other chief executives undergoing a hostile takeover attempt, he was able to remain emotionally detached and focused on what was necessary to get the best deal for himself and for Great Western shareholders.
The contest, begun with a hostile bid by Ahmanson in February, ended earlier this month when the nation's largest thrift withdrew its unfriendly offer and Great Western shareholders agreed to be acquired by Seattle-based Washington Mutual. (Ahmanson and Great Western are both based in the Los Angeles area.)
Reflecting on the four-month battle, which was marked by vitriolic rhetoric on all sides, Mr. Maher dismissed the "level of hostility" as "a sideshow."
"The outcome was not particularly influenced by the level of hostilities," he said.
But it was still a trying time. Mr. Maher had been Great Western's chief executive only a year when Ahmanson launched its attack.
"All of us are disappointed that we didn't have a few more quarters to accomplish what we set out to accomplish," Mr. Maher said.
Mr. Maher stressed that Wamu won the battle because it had the better deal, but he added that Great Western made some key decisions that also may have affected the course of events.
One was not to engage Great Western's rank-and-file employees and customers in the company's defense. That strategy was used by First Interstate Bancorp last year in its failed attempt to avoid the clutches of Wells Fargo & Co.
"We had a campaign, including advertisements directed at customers, all ready to go, but decided against it," Mr. Maher said.
The company realized that to make such a widespread effort-at a time when the company's ultimate owner was unknown-could damage the net worth of the newly merged company, he said.
Instead, on the morning after Ahmanson made its hostile bid, Mr. Maher called a meeting of his executive committee and parceled out responsibilities to a select few.
Only four executives would handle the transaction: Carl Geuther, chief financial officer; Lance Erikson, chief counsel; Ian Campbell, head of corporate communications; and Mr. Maher.
Mr. Maher said he looked at the other senior executives at the meeting and told them: "You have to run the company."
Mr. Maher also praised Great Western's team of advisers, which consisted of the Skadden Arps law firm, investment bankers Goldman, Sachs & Co. and Merrill Lynch, and the public relations firm Abernathy & Co.
Indeed, one of the first things that Mr. Maher did when he joined the thrift as president in 1986 was to hire Skadden Arps as counsel, he said.
"I told them then that 'if we don't see you for another 15 years, that's fine, but when the guns go off I want Fred White sitting on one side of me and Peter Atkins on the other,' " he said.
Mr. White and Mr. Atkins are partners at Skadden Arps.
Mr. Maher also said he thought the turning point in the protracted struggle came when Washington Mutual held a conference in Seattle for investors-and won over some key Wall Street analysts.
"When Jonathan Gray turned and Tom Theurkauf turned, that made a difference," Mr. Maher said. "The analytical community was finally saying publicly what our board had concluded weeks earlier-that Washington Mutual is the better company."
Mr. Gray is an analyst with Sanford C. Bernstein & Co., and Mr. Theurkauf with Keefe, Bruyette & Woods.
He acknowledged that Great Western's defense strategy was to have Washington Mutual take the high road. "Pit bull" is an apt description for the role he himself played in the struggle, he said. Though he said he doesn't know what's next for him, he will have the financial means to do whatever he wants. His severance package is more than $10 million.
For the near term, however, he's planning a summer trip to Italy with his daughter and a trip to a Northern California ranch with his son, to teach him to drive.
