Defying Suitor, Great Western SetsIts Shareholder Meeting for June

In defiance of H.F. Ahmanson & Co.'s attempt to force a shareholders meeting in early May, Great Western Financial Corp. said Friday that it would hold the annual event more than a month later, on June 13.

Ahmanson, which is pursuing a hostile bid to acquire Great Western, immediately challenged the move in court.

The timing of the annual meeting has emerged as an important tactical issue in Great Western's efforts to block Ahmanson's hostile bid.

Charles Rinehart, Ahmanson's chief executive officer, maintains that shareholders should have the opportunity to compare its bid with a white- knight offer from Washington Mutual Inc. as soon as possible.

Ahmanson, based in Irwindale, Calif., also wants an early meeting so it can place three directors of its own choosing on a ballot for election to Great Western's board.

Ahmanson has asked the Delaware Chancery Court to mandate that Great Western hold a shareholders meeting on May 9.

Ahmanson told the Delaware court it had obtained enough "yes" votes in a consent solicitation last week to compel a shareholders meeting within two weeks of April 22, the date the meeting was originally scheduled.

But the Delaware Court declined to act until the solicitation is certified by a third party auditor. A count of the votes is expected to be complete by mid-week, Great Western said.

The legal skirmishing once again provoked charges from H.F. Ahmanson that Great Western was playing unfairly.

"This is one more in a long line of efforts to prevent its shareholders from being heard and a level playing field from being established," a source close to Ahmanson said. "Why are they afraid of their own shareholders," he asked.

The source said H. F. Ahmanson has clearly won the consent solicitation. "We have the votes. They know it and they don't want to know it," the source said.

Just a week after Ahmanson announced its hostile offer, on February 17, Great Western postponed its annual meeting indefinitely.

With the meeting now scheduled for 9 weeks away, the Ahmanson source said his side fears Great Western may be able to get approval for Washington Mutual's offer in a special meeting before then.

That meeting, however, may not be scheduled until Washington Mutual obtains the approval of the Securities & Exchange Commission. The timing of that approval is uncertain.

The Ahmanson source said that in the Delaware court Friday, his side "asked (Great Western) point blank to commit to wait to hold the special meeting after the annual meeting, and they wouldn't."

In its announcement Friday, Great Western explained that it needs the time between now and June 13 to comply with federal proxy laws on setting a record date and to mail proxies.

Rick Grubagh, managing partner of Beacon Hill Partners, a New York proxy solicitation firm, backed up Great Western.

He said federal proxy laws do require that the issuer, Great Western, give brokerages and banks 20 business days notice before the record date. Companies typically set annual meetings four to six weeks after the record date to allow time for the mailing of proxies to shareholders and the tabulation of votes.

"It's impossible to have a meeting by the 6th of May if they haven't mailed proxies," Mr. Grubagh said.

The Ahmanson source said Great Western has many options available to expedite the meeting.

One would be to use the record date set for the earlier annual meeting, he said. Also, mailing proxies to a largely institutional shareholder base doesn't require four weeks, he said.

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