Almost from the beginning, the tug-of-war over Great Western Financial
Ahmanson has pushed to schedule the annual meeting well before a vote is
Last week, Great Western's hopes of merging with Washington Mutual
Ahmanson was left to appeal for a six-week delay in the merger vote-and
Ahmanson wants to prove to the court that Great Western's board set the
The questioning centered on Great Western's April 6 board meeting, at
But Ahmanson's lawyer, John L. Hardiman of Sullivan & Cromwell, tried to
And he appeared to score some points by referring to notes taken at the
Excerpts of the deposition follow.
JOHN L. HARDIMAN (for Ahmanson): O.K. Was there any sort of discussion
J. LANCE ERIKSON (for Great Western): Yes.
HARDIMAN: What was said?
ERIKSON: Generally, in that context, it was discussed that if the SEC
HARDIMAN: O.K. It was the board's preference that the meeting be held
ERIKSON: No, no one ex-pressed a preference.
HARDIMAN: Why was he talking about when the meeting could be held in
ERIKSON: I think someone asked if it was possible-or desirable,
HARDIMAN: How much of that time, of that 15 minutes to a half an hour
ERIKSON: It was a very short part of the overall meeting.
ERIKSON: I would say it was no more than three or four minutes, five
HARDIMAN: Have you seen these notes before?
HARDIMAN: O.K., and you understand these were taken by Josh Fox of
ERIKSON: I understand that.
HARDIMAN: And the next line, doesn't that say, "Want merger vote before
ERIKSON: That's what it says.
HARDIMAN: O.K. Does that refresh your recollection that it was expressed
ERIKSON: No, it doesn't.
HARDIMAN: You just don't remember that one way or the other?
ERIKSON: I don't remember that being said at all.
HARDIMAN: Well, do you have any reason to believe Mr. Fox would put that
ERIKSON: You have to ask Mr. Fox.
HARDIMAN: O.K. Now, it appears from these notes that at this point,
HARDIMAN: Next line seems to read, "votes will be very similar if occur
HARDIMAN: Do you remember there being a discussion that if the WAMU
HARDIMAN: Now read the next sentence for me.
ERIKSON: It says, "We think merger vote will be approximately one week
HARDIMAN: That's consistent with the top of your notes, the upper right-
ERIKSON: It's not really consistent.
One says we think the merger vote will be.
ERIKSON: And the other one says merger vote could be.
HARDIMAN: And then it says one week before?
ERIKSON: "Could be one week before."
HARDIMAN: O.K., and the notes of Mr. Fox was that the merger vote will
ERIKSON: I don't recollect it that way.
HARDIMAN: O.K. Again, do you have any reason to believe Mr. Fox was not
ERIKSON: I think he's wrong.
HARDIMAN: But you don't remember anybody, anybody from Skadden saying
ERIKSON: Everything was in terms of "could."