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)
3219OE102
(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)
|x| Rule 13d-1(c)
|_| 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.
SEC 1745 (6-00)
Page 1 of 8 Pages
<PAGE>
50197768.01
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CUSIP NO. 3219OE102 13G Page 2 of 8 Pages
---------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Matthew G. Norton Co. 91-0449550
-------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
-------- ----------------------------------------------------------------------
3 SEC USE ONLY
-------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Washington
-------- ----------------------------------------------------------------------
----- ---------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
----- ---------------------------------------------
6 SHARED VOTING POWER
926,597 shares (1)
----- ---------------------------------------------
7 SOLE DISPOSITIVE POWER
0
----- ---------------------------------------------
8 SHARED DISPOSITIVE POWER
926,597 (1)
--------------------------- ----- ---------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
926,597 shares (1)
-------- ----------------------------------------------------------------------
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!
------------
1 Directly owned by MGN Group LLC. Matthew G. Norton Co. is the sole
shareholder of MGN Group LLC and may be deemed to have shared voting and
dispositive power with respect to such shares.
<PAGE>
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CUSIP NO. 3219OE102 13G Page 3 of 8 Pages
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-------------------------------------------------------------------------------
-------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MGN Group LLC 88-0421794
-------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
-------- ----------------------------------------------------------------------
3 SEC USE ONLY
-------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nevada
-------- ----------------------------------------------------------------------
----- ---------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
----- ---------------------------------------------
6 SHARED VOTING POWER
926,597 shares (1)
----- ---------------------------------------------
7 SOLE DISPOSITIVE POWER
0
----- ---------------------------------------------
8 SHARED DISPOSITIVE POWER
926,597 (1)
--------------------------- ----- ---------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
926,597 (1)
-------- ----------------------------------------------------------------------
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!
----------
1 Directly owned by MGN Group LLC. Matthew G. Norton Co. is the sole
shareholder of MGN Group LLC and may be deemed to have shared voting and
dispositive power with respect to such shares.
<PAGE>
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.
A statement on Schedule 13G filed by Matthew G. Norton Co. inadvertently
listed Matthew G. Norton Co., the sole shareholder of MGN Group LLC, as having
sole voting and dispositive power with respect to the Issuer Common Stock.
Pursuant to a transfer of shares from Matthew G. Norton Co. to MGN Group LLC on
or about June 1, 1999, MGN Group LLC became the direct owner of the Common Stock
of First Mutual Savings Bank, which was exchanged for common stock of the Issuer
as described above.
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. and MGN Group LLC
Item 2 (b). Address of Principal Business Office or, if none, Residence:
Matthew G. Norton Co. MGN Group, LLC
801 Second Avenue 639 Isbell Road
Suite 1300 Suite 390
Seattle, Washington 98104 Reno, Nevada 89509
Item 2 (c). Citizenship: Matthew G. Norton Co. is a corporation organized
under the laws of the State of Washington. MGN Group LLC is a limited liability
company organized under the laws of the State of Nevada.
Item 2 (d). Title of Class of Securities: Common Stock, par value $1.00 per
share
Item 2 (e). CUSIP Number: 3219OE102
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;
Page 4 of 8
<PAGE>
(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;
(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 (1)
(b) Percent of Class: 19.8% (2)
(c) Number of Shares as to which Such Person has:
(i) sole power to vote or to direct the vote 0
(ii) shared power to vote or to direct the vote 926,597(1)
(iii) sole power to dispose or to direct the disposition of 0
(iv) shared power to dispose or to direct the disposition of 926,597(1)
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.
-----------
1 Directly owned by MGN Group LLC. Matthew G. Norton Co. is the sole
shareholder of MGN Group LLC and may be deemed to have shared voting and
dispositive power with respect to such shares.
2 Based upon 4,671,286 shares of Issuer Common Stock outstanding as
reported by the Issuer as of June 30, 2000 in the Issuer's Quarterly Report
filed on Form 10-Q (File No. 000-28261).
Page 5 of 8
<PAGE>
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
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.
SIGNATURES
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: August 30, 2000.
MATTHEW G. NORTON CO.
By: /s/ Erik J. Anderson
-------------------------------------
Erik J. Anderson, President
MGN GROUP LLC
By: /s/ Erik J. Anderson
-------------------------------------
Erik J. Anderson, President
Page 6 of 8
<PAGE>
EXHIBIT INDEX
Exhibit
99.1 Joint Filing Agreement
Exhibit Index
<PAGE>
EXHIBIT 99.1
We, the signatories of the statement to which this Joint Filing
Agreement is attached, hereby agree that such statement is filed, and any
amendments thereto filed by either or both of us will be filed on behalf of each
of us.
Dated: August 30, 2000.
MATTHEW G. NORTON CO.
By: /s/ Erik J. Anderson
-------------------------------------
Erik J. Anderson, President
MGN GROUP LLC
By: /s/ Erik J. Anderson
-------------------------------------
Erik J. Anderson, President
Exhibit 99.1
