Great Western Financial Corp., the country's second-largest thrift, has bolstered its defenses against unwanted acquisition attempts by amending its shareholder rights plan.
In Securities and Exchange Commission filings of June 8, the Chatsworth, Calif.-based thrift extended its plan for another 10 years. It had been set to expire next year.
Great Western also lowered the threshold at which the shareholder rights plan kicks in, allowing for activation if an investor buys 15% of Great Western's common stock, rather than the previous 25% level.
The shareholder rights plan acts as a poison pill by diluting the value of Great Western stock should an unwanted suitor seek to gain control without coming to an agreement with the board of directors. It does not affect acquisition offers that the company's board welcomes.
A Great Western spokesman, Ian Campbell, said the dilution would be achieved through a complicated series of transactions that would cut the value of the institution's common stock by about half.
The thrift said the changes were "not in response to any known specific effort to acquire control of Great Western."
Instead, Mr. Campbell, explained, it was more of a pro forma move. Shareholder rights plans are common among banks and thrifts, he said. And the 15% trigger level is more widely used than the 25% threshold.
Other institutions that have 15% triggers for poison pills include Fleet Financial Corp., Keycorp, First Union Corp., and Bay View Capital Corp., he noted.
Even though Great Western is not known to be facing any overtures currently, analysts said that it is possible that some may arise in the next couple of years.
That's because the $43 billion-asset thrift is seen as an attractive acquisition candidate for a commercial bank looking for a big presence in California.
"I think that Great Western among the large California thrifts is a very likely takeover candidate because it's so banklike," said Thomas O'Donnell, a savings and loan analyst with Smith Barney Inc.
But John Maher, Great Western's chief executive, has noted that the thrift doesn't need to be bought by another institution to succeed. Indeed, it has been an especially active acquirer, ranking as the second biggest buyer of deposits nationally from the Resolution Trust Corp., after BankAmerica Corp.
"We have a plan in place to deliver satisfactory ROE (return on equity) in the foreseeable future," Mr. Maher said.