H.F. Ahmanson & Co. Monday denied allegations by Great Western Financial Corp. that double-counting had skewed a referendum on when to hold Great Western's annual shareholder meeting.
Ahmanson of Irwindale, Calif., which is pressing a hostile takeover bid for Great Western, acknowledged that double-counting occurred. But it contended the independent counter of the votes was aware of the discrepancy and excluded votes representing 1.4 million shares from the final tally.
And even if votes representing another 3.8 million shares are withdrawn, as Great Western asserts they should be, Ahmanson insisted it has enough to win the "consent solicitation" vote.
"The vote we presented was a majority as of April 9," said a source close to Ahmanson. "There's nothing magical about that date. We could present additional votes received after that date and win based on those."
Great Western issued a tartly worded statement announcing it was filing another lawsuit in Delaware Chancery Court over this and "certain other issues."
"It is now the court that will decide the outcome of the consents. Nothing Ahmanson claims can excuse their blatant attempt to double-count votes," Great Western said.
The suit will be the third piece of litigation in this long and expensive takeover battle. Ahmanson unveiled its bid Feb. 18.
Winning the consent solicitation vote is vitally important to Ahmanson, analysts say, because without it there is little chance it can force Great Western to hold a meeting for shareholders before they are to consider a friendly merger offer from Washington Mutual Inc. on June 13.
The source of the double voting appears to be a bank that held 12.2 million Great Western shares in custody for its clients. The bank apparently voted as if it had 13.6 million shares. A person close to Ahmanson said he "did not know" how that happened.
Great Western's management is said to be furious at Ahmanson's actions. "You shouldn't count a vote twice and say you've won because that has a bandwagon effect," said a person close to Great Western. The Great Western camp is investigating how the declaration of victory might have affected subsequent voting.
Sources close to Ahmanson say they were informed of problems with the voting on April 4. In a press release, Ahmanson said the vote counter, CT Corporation System, had no authority to revoke any votes.
Sources close to Great Western say the company approached Ahmanson three times to see if they would agree that CT could withdraw the votes in question, but was rebuffed. An Ahmanson source said the thrift agreed to withdraw 3.8 million votes in question only if CT was allowed to count votes received on days after April 9. In the end, no agreement was reached.
One way or another, the fate of Great Western seems likely to be settled in court because the market appears unable to reach a decision.
Share values of Ahmanson, Great Western, and Washington Mutual have been rising and falling in virtual lock-step for several weeks. Participants in the takeover battle for First Interstate Bancorp recall that shares of Wells Fargo & Co. had risen well ahead of First Bank System Inc. at this point in the game, making the winner apparent.
With no such clear-cut action in sight, each side is fighting for every minor victory it can get.
On Friday, the pendulum appeared to swing Ahmanson's way. A vice- chancellor in Delaware Chancery Court rejected Great Western's motion to dismiss Ahmanson's charge that the Great Western board decision to delay the annual shareholder meeting violated Great Western's own bylaws.
The court ordered Great Western to produce affidavits by Wednesday justifying its decision.