H.F. Ahmanson & Co. chief executive officer Charles R. Rinehart appears to be in the catbird seat, having launched what many consider an unbeatable $6 billion hostile bid for Great Western Financial Corp.

But why wasn't it the other way around?

"If you want to look at financial muscle, the two are about equal, in terms of asset size and market cap," said Campbell Chaney, an analyst at Sandler O'Neill Partners. "The shoe could have been on the other foot."

Though Ahmanson's asset size is larger than Great Western's-$50 billion to $43 billion-Great Western enjoys a bigger market capitalization, with $4.76 billion to Ahmanson's $4.45 billion, based on their pre-bid stock prices. Great Western also has the larger branch network-416 offices, versus 384 for Ahmanson.

Indeed, had the deal closed Wednesday, Great Western's shareholders would hold nearly 60% of the combined company's stock. "That's very unusual," said J. Tomilson Hill, a senior managing director of the Blackstone Group. "If anything, it raises the question of who is buying whom here. Maybe they ought to keep Great Western's name for the new company."

Mr. Hill and others said Great Western chief executive officer John F. Maher has probably considered making a counteroffer for Ahmanson. But such a move is unrealistic because it may provoke a shareholder revolt, they said.

Washington Mutual Inc., meanwhile, may make a counteroffer this week, sources said. (See related story, page 9.)

Whatever happens, most believe that Great Western's days as an independent company are over. But could it have been otherwise?

People familiar with Mr. Maher said he was not interested in merging with Ahmanson because he viewed such a move as a step backward in his efforts to make Great Western more bank-like.

Both companies have been pushing hard in this direction in recent years by adding offerings that were long the province of commercial banks alone- checking accounts and commercial loans, for instance.

But observers say Great Western had a head start, beginning the process in the late 1980s. Ahmanson followed suit, but not aggressively until Mr. Rinehart became CEO in 1993.

Jonathan Gray, an analyst with Sanford C. Bernstein & Co., pointed out that Ahmanson has closed the gap in a number of areas in recent years. For example, 32% of Ahmanson's total deposits are in checking and other transaction accounts-not far behind Great Western's 37%.

"The potential cost reductions in such a deal will create an enormous amount of wealth for shareholders-that should have been the overriding consideration for Mr. Maher, not who is more bank-like," Mr. Gray added.

Mr. Maher and Mr. Rinehart met as recently as the fall of 1995 to feel out each other's thoughts about a deal, a person familiar with the situation said. Mr. Maher basically said he wasn't interested.

Since then, Ahmanson has bought back 17 million shares for more than $444 million, driving up Ahmanson's stock price from the mid-20s to the low 40s.

Great Western has bought back less than half that amount in that time and its stock has risen only to the low 30s. The difference in the two companies' stock prices helped make Ahmanson's overture possible, observers said.

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