The opportunity to become head of mortgage banking at Great Western Financial Corp. seemed too good for Ray W. Sims to pass up.

Though he had already moved his wife and five children several times in recent years, most recently to Minneapolis where he spent just 18 months as chief executive of Knutson Mortgage Corp., Mr. Sims made another move in early January-to Chatsworth, Calif.-based Great Western.

The family would join him in a few weeks after the furniture arrived in their new home in Westlake, a Los Angeles suburb. In the meantime, he'd live in a nearby hotel.

"I wanted to go where the action is," said Mr. Sims, 42, in an interview during his first week on the job in mid-January. "Twenty percent of all real estate transactions in the country last year were done in California."

He got action, although not the sort he had in mind.

Just five weeks later, the very day Mr. Sims moved into his new home, longtime local rival H.F. Ahmanson & Co., rocked Great Western with a hostile takeover offer.

Washington Mutual Inc. of Seattle has since agreed to a friendly merger with Great Western, but the outcome of the struggle remains unclear. Whatever happens, Great Western's days as an independent company are numbered, and top executives like Mr. Sims may find themselves packing moving boxes all over again.

The situation, repeated countless times around the country as megamergers continue to shrink the industry, is particularly acute at Great Western, where more than 50% of the company's top 100 senior executives have come aboard in the past 18 months.

At least a dozen of those executives came over from First Interstate Bancorp-bought out by Wells Fargo early last year-and thus have experienced a hostile takeover battle twice in just more than a year.

"I think this just happened sooner than everybody would've liked," said Randy Hill, an executive recruiter in the L.A. office of Heidrick & Struggles, which helped hire many of Great Western's key people.

"They had put the team together, were making headway, introducing new products and implementing everything they were brought together to do, and most of them would probably like to see the fruits of their labor," he added.

Those people have likely begun to assess their career options. Mr. Hill said he has received about half a dozen calls from Great Western executives in recent weeks, from the senior vice president level and above, to test the waters.

Some inquired about fields outside of banking, recognizing that the large mergers in California in recent years have created a supply of bankers that exceeds demand, he said. He added that none are likely to leave before the closing of the deal, which would trigger their severance packages.

Great Western's top five or six officials could receive severance worth up to three times their annual salary, in addition to any stock options, according to the thrift's most recent proxy.

John F. Maher, the chief executive of Great Western, could reap a severance package in the neighborhood of $15 million. Lower-level employees could receive four to 16 months of severance pay, depending on their years of service.

As for potential opportunities with the two would-be acquirers, the future is brighter with Washington Mutual because it would likely downsize, but not eliminate, Great Western's current headquarters. Ahmanson, based just 45 miles away from Great Western, would probably scrap the Chatsworth headquarters, observers said.

For Great Western's approximately 12,000 rank-and-file, either combination would mean branch closures in California-about 180 in an Ahmanson deal and 100 in a Washington Mutual deal. Based on Great Western's estimates of 12 full-time positions per branch, a merger would eliminate at least 1,200. Analysts expect even more cuts than that.

Great Western has not implemented a hiring freeze although Ahmanson chairman Charles Rinehart suggested one after Ahmanson announced its hostile offer. According to Mr. Rinehart, with such a freeze any necessary job reductions could come through attrition.

Though Great Western created a comprehensive severance policy for all of its employees in late-February, the prospect of large job losses has to weigh heavily on the work force, particularly as the uncertainty over the company's future drags into its sixth week.

"There is a certain sadness, yes," said A. William Schenck, a Great Western vice chairman who joined the company in the summer of 1995 after 26 years with PNC Bank Corp. in Pittsburgh. "But I believe the company is more focused as a result of this. We are communicating regularly, to the point of erring on the side of overcommunicating."

Mr. Schenck, who gave a rallying speech to about 1,000 employees in the company's cafeteria the day after the merger with Washington Mutual was announced, said the company is performing ahead of goals so far this year. Liquid deposits, for example, are up 5.7% since December, well ahead of Great Western's expected pace for 1997, he said.

Jaynie Studenmund, Great Western's executive vice president in charge of retail, is now struggling through her second hostile deal, having worked at First Interstate before it was acquired by Wells Fargo & Co. last year. She could have avoided this current duel if she had accepted Wells' offer to stay on after the merger as California retail chief, responsible for 1,300 retail delivery points in the state.

Many of the two dozen First Interstate executives she brought with her to Great Western last April also turned down offers from Wells, Ms. Studenmund said in an interview in January.

"If I had taken the Wells job, I would've had to take what I spent 11 years building and lay off about 5,000 people. That would've been a hard prospect."

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