Great Western Financial Corp. took steps Tuesday to protect its employees in the event of an acquisition and to delay what some observers believe to be an inevitable takeover by H.F. Ahmanson & Co.
Great Western, the target of a hostile bid launched by Ahmanson last week, announced a severance policy that would affect most of its 12,000 employees, company officials said.
Each year of service would entitle an employee to one month of severance pay, with a minimum of four months and a maximum of 16, according to an internal memo from Great Western's chief executive officer, John F. Maher. All full- and part-time employees would be eligible.
"Whatever the outcome of the events set in motion by H.F. Ahmanson's unsolicited offer last week, we want our employees to know they will be treated fairly by Great Western and will be given ample opportunity to adjust to any changes that may occur," Mr. Maher said in the memo Tuesday.
Though severance packages sometimes figure in a company's anti-takeover strategy, compensation consultants said Great Western's terms seemed reasonable and probably were not designed to make an acquisition prohibitively expensive.
Great Western also said Tuesday that it had indefinitely postponed its annual shareholders meeting, which was scheduled for April 22, so that its shareholders would not be rushed into voting on the merger proposal.
"What Ahmanson did last week was to spring on our shareholders and the company a set of actions that are very carefully choreographed to pressure the company and its shareholders into acting very hastily and irrationally," said Ian Campbell, a Great Western spokesman. "We have to make sure they are not forced by any artificial time frames into making irrational decisions."
Ahmanson issued a statement blasting the delay, calling it "destructive" to shareholder value. Great Western's claim that it needs additional information for shareholders is "double-speak and disingenuous," Ahmanson said, while reaffirming its commitment to the deal.
Observers said Great Western's tactics since getting word of Ahmanson's bid at the start of last week are typical of a target company that wants to buy time in hopes of attracting a better offer from a third party.
But while many observers expect at least one other bid-possible candidates are Washington Mutual Inc., First Bank System Inc., Norwest Corp., and NationsBank Corp.-few seem to believe anyone could top Ahmanson's offer when the dust finally settles. The ability to take costs out of the combined overlapping operations gives Ahmanson a big advantage, they said.
Ahmanson estimates it can achieve $400 million in annual pretax savings by 1999, which analysts say is probably twice what any other bidder could achieve.
Though most speculated that a large U.S. thrift or bank would be most likely to enter as a white knight, Great Western's unitary thrift holding company charter allows nearly any sort of corporate entity to own it. But few, if any, nonbank companies have had much success owning a thrift.
Among foreign banks, only ABN Amro of the Netherlands has shown an interest in acquiring U.S. thrifts. All of its acquisitions to date have been made in the Midwest.
Ahmanson's share price closed Tuesday down 75 cents, to $41.50. Great Western shares were up 87.5 cents, to $46.875.
