On the evening of Feb. 17, John Maher stepped out of a corporate jet at Van Nuys Airport after a long President's Day weekend skiing in Colorado with his 13-year-old daughter.

Maher, chief executive of Great Western Financial Corp., was confronted with an urgent message from his general counsel, Lance Erikson: H.F. Ahmanson & Co. was preparing to launch a hostile takeover of Great Western the next morning.

Maher immediately called Ahmanson Chairman Charles Rinehart from an airport hangar to learn details of the offer.

"I said 'Gee, Charlie, it's the Monday evening of a three-day weekend. I've got my daughter here at the airport. We can meet on Tuesday.' But he made it very clear that what he had in mind was going to be put in play by then," Maher recalled.

Later that evening, as he called board members and company officials from home, Maher learned that Ahmanson had already leaked word of the attempted takeover to the press.

He never spoke with Rinehart again.

What followed was a three-and-a-half-month war between two of the nation's most powerful thrifts, with each firing off a steady barrage of press releases, full-page newspaper ads and lawsuits.

It ended this month with Ahmanson's admission of defeat and formal approval of the deal June 13 by Great Western and Washington Mutual shareholders.

With the battle behind them, Maher and other critical players gave a detailed account of how the deal transpired and why Ahmanson lost, and Washington Mutual won. (Ahmanson officials declined an offer to give their account).

It's a story of late-night conferences spent over pots of coffee and take-out Chinese food, investor road shows that stretched on for weeks, thousands of miles on cross-country flights and countless pages of legal and regulatory documents.

In the end, it was a numbers game, pure and simple, Maher said. Washington Mutual had superior returns on equity and assets. Washington Mutual's bid was deemed by Wall Street to be a bit higher than that of Ahmanson. And Washington Mutual had a jump on Ahmanson in making itself more bank-like, a transformation considered critical for any thrift to survive in the new age of deregulated banking.

"One of the things we looked at as an alternative was a combination with Ahmanson," Maher said in an interview from his penthouse office at Great Western headquarters in Chatsworth. "But as the facts unfolded and once we decided it did make sense to pursue strategic alternatives and we had interest from other parties it was the unanimous decision of our board that (Washington Mutual) was a superior company with a superior price. On that basis, we executed the agreement with Wamu."

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