UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __________)*
First Mutual Bancshares, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
32190E102
(CUSIP Number)
October 26, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
Rule 13d-1(b) [ ]
Rule 13d-1(c) [x]
Rule 13d-1(d) [ ]
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
<PAGE>
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CUSIP NO. 32190E102 13G Page 2 of 6 Pages
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- -------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
91-1083333
- -------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Washington
- -------- ----------------------------------------------------------------------
----- ---------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 926,597 shares
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
----- ---------------------------------------------
6 SHARED VOTING POWER
-0-
----- ---------------------------------------------
7 SOLE DISPOSITIVE POWER
926,597 shares
----- ---------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
- --------------------------- ----- ---------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
926,597 shares
- -------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- -------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.8%
- -------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO
- -------- ----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1 (b). Introductory Note: This statement on Schedule 13G is filed to
reflect the exchange of the common stock of First Mutual Savings Bank on a
share-for-share basis for shares of the Common Stock of First Mutual Bancshares,
Inc. (the "Issuer") effective October 26, 1999 upon the formation of the Issuer
as a holding company. In connection with that transaction, First Mutual Savings
Bank became a wholly-owned subsidiary of the Issuer and changed its name to
First Mutual Bank. Prior to the formation of the holding company, the Reporting
Person filed Acquisition Statements under Section 13(d) of the Securities
Exchange Act of 1934, as amended, with the Federal Deposit Insurance Corporation
("FDIC"). Shares reported on this statement as beneficially owned by the
Reporting Person include shares of the Issuer's Common Stock issued in exchange
for shares of First Mutual Savings Bank that were issued as common stock
dividends to the Reporting Person since the Reporting Person last filed an
Acquisition Statement with the FDIC.
Item 1 (a). Name of Issuer: First Mutual Bancshares, Inc.
Item 1 (b). Address of Issuer's Principal Executive Offices:
400 108th Avenue N.E.
Bellevue, Washington 98004
Item 2 (a). Name of Person Filing: Matthew G. Norton Co.
Item 2 (b). Address of Principal Business Office or, if none, Residence:
1300 Norton Building
801 Second Avenue
Seattle, Washington 98104
Item 2 (c). Citizenship: State of Washington
Item 2 (d). Title of Class of Securities: Common Stock, par value $1.00 per
share
Item 2 (e). CUSIP Number: 32190E102
Item 3. If this Statement is filed pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange
Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act;
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act;
(e) [ ] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
Page 3 of 6
<PAGE>
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [x]
Item 4. Ownership
(a) Amount Beneficially Owned: 926,597 shares
(b) Percent of Class: 19.8%*
-----------------------------
*Based upon 4,681,136 shares of Common Stock outstanding as
reported by the Issuer as of October 26, 1999.
(c) Number of Shares as to which Such Person has:
(i) sole power to vote or to direct the vote 926,597 shares
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the
disposition of 926,597 shares
(iv) shared power to dispose or to direct the
disposition of 0
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Page 4 of 6
<PAGE>
Item 10. Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
Page 5 of 6
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
DATED: November 4, 1999
MATTHEW G. NORTON CO.
By: /s/ Erik J. Anderson
-----------------------------
Erik J. Anderson, President
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