<PAGE>
THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A
WASHINGTON MUTUAL BANK, FA
(as Seller and Servicer under certain Pooling and
Servicing Agreements providing for the issuance of Mortgage
Pass-Through Certificates, issuable in series)
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
-------------------------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
--------- -----------
Commission file number 0-25188-01
-------------------------------
WASHINGTON MUTUAL BANK, FA
- --------------------------------------------------------
(Exact name of registrant as specified in its charter)
Federal Charter 68-0172274
- --------------------------------------------------------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1201 Third Avenue, Seattle, Washington 98101
- ---------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(206) 461-2000
- ---------------------------------------------------------
Bank's telephone number, including area code)
Securities registered pursuant to Section 12(b) of
the Act: None
Securities registered pursuant to Section 12(g) of
the Act: None
<PAGE>
<PAGE>
ITEM 9. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
Prior to October 1, 1997, Registrant had no reporting obligations
under the Securities Exchange Act of 1934, as amended (the "1934
Act"). On October 1, 1997, Great Western Bank, a Federal Savings
Bank, ("GWB"), a federally-chartered savings institution with
reporting obligations under the 1934 Act, merged with and into
Registrant, with Registrant as the surviving entity. Thereafter,
Registrant assumed GWB's reporting obligations to the Securities
and Exchange Commission under the 1934 Act.
KPMG Peat Marwick LLP was previously the independent auditors for
American Savings Bank, F.A. and subsidiaries. On December 20, 1996
that firm's appointment as independent auditors was terminated and
Deloitte & Touche LLP was engaged as independent auditors. The
decision to change accountants was approved by the Registrant's
Board of Directors.
In connection with the audit of the year ended December 31, 1995,
and the subsequent interim period through December 19, 1996, there
were no disagreements with KPMG Peat Marwick LLP on any matter of
accounting principles or practices, financial statement disclosure,
or auditing scope or procedures, which disagreements if not
resolved to their satisfaction would have caused them to make
references in connection with their opinion to the subject matter
of the disagreement.
The audit report of KPMG Peat Marwick LLP on the consolidated
financial statements of American Savings Bank, F.A. and
subsidiaries for the year ended December 31, 1995, did not contain
any adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope, or accounting
principles. A letter from KPMG Peat Marwick LLP is attached as
Exhibit 16.1.
<PAGE>
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.
(a) and (c) Exhibits. Pursuant to the Orders, the Registrant
includes as exhibits to this Annual Report the Annual Statement as to
Compliance and the Annual Independent Accountants' Servicing Report.
<TABLE>
<CAPTION>
Exhibit
No.
- -------
<S> <C>
16.1 Letter regarding change in certifying accountants
28.1 Annual Statement as to Compliance for Certificate
Series 1987-1 through 1989-1
28.2 Supplemental Report of Independent Accountants on
Management's Assertion Relating to Requirements
of Certain Pooling and Servicing Agreements for
Mortgage Pass-Through Certificates
</TABLE>
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED
PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 BY
REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION
12 OF THE SECURITIES EXCHANGE ACT OF 1934.
No annual report or proxy material with respect to the period
covered by this Annual Report on Form 10-K has been sent to the holders
of the Class A Certificates.
<PAGE>
<PAGE> SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Washington Mutual Bank, FA has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized on April 7, 1998.
WASHINGTON MUTUAL BANK, FA
/s/ Fay Chapman
- ---------------------------------------------------------
Fay Chapman, Executive Vice President
<PAGE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. DESCRIPTION
- -------- -------------------------------------------------
<S> <C>
16.1 Letter regarding change in certifying accountants
28.1 Annual Statement as to Compliance for Certificate
Series 1987-1 through 1989-1
28.2 Supplemental Report of Independent Accountants on
Management's Assertion Relating to Requirements
of Certain Pooling and Servicing Agreements for
Mortgage Pass-Through Certificates
</TABLE>
<PAGE>
EXHIBIT 16.1
March 30, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for American Savings Bank,
F.A. and subsidiaries and, under the date of January 26, 1996,
except as to Note 26 to the consolidated financial statements,
which is as of February 8, 1996, we reported on the consolidated
financial statements of American Savings Bank, F.A. and
subsidiaries for the year ended December 31, 1995. On December 20,
1996, our appointment as independent auditors of American Savings
Bank, F.A. and subsidiaries was terminated. We have read
Washington Mutual Bank, FA, formerly American Savings Bank, F.A.,
statements included under Item 9 of its December 31, 1997, annual
report on Form 10-K, and we agree with such statements, except that
we are not in a position to agree or disagree with American Savings
Bank, F.A. and subsidiaries statement that the decision to change
was approved by the Registrant's Board of Directors.
Very truly yours,
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Los Angeles, California
