UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
H.F. AHMANSON & COMPANY
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
008677106
(CUSIP Number)
Marc R. Kittner
Washington Mutual, Inc.
1201 Third Avenue, Suite 1700
Seattle, WA 98101
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Todd H. Baker, Esq. Bernard L. Russell, Esq.
Gibson, Dunn & Crutcher LLP Foster Pepper & Shefelman PLLC
1 Montgomery Street, 31st Floor 1111 Third Avenue, Suite 3400
San Francisco, CA 94104 Seattle, WA 98101
(415) 393-8200 (206) 447-4400
March 16, 1998
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. |_|
Check the following box if a fee is being paid with the statement |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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).
<PAGE>
CUSIP NO. 008677106 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Washington Mutual, Inc.
91-1653725
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_| (b) |_| N/A
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_| N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
WASHINGTON
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 21,796,426
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
21,796,426
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,796,426
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_| N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
16.6
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 008677106
Item 1. Security and Issuer.
This statement on Schedule 13D (the "Schedule 13D") relates to the common
stock, par value $.01 per share (the "Shares"), of H.F. Ahmanson & Company, a
Delaware corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 4900 Rivergrade Road, Irwindale, CA 91706.
The responses to each item of this Schedule 13D are qualified in their
entirety by the provisions of the Exhibits hereto.
Item 2. Identity and Background.
This Schedule 13D is filed on behalf of Washington Mutual, Inc., a
Washington corporation (the "Reporting Person"). The address of the principal
business and principal office of the Reporting Person is 1201 Third Avenue,
Seattle, WA 98101. The Reporting Person's principal business is mortgage lending
and consumer banking, which it conducts through its principal banking
subsidiaries.
The name; residence or business address; present principal occupation or
employment; name, principal business and address of any corporation or other
organization in which such employment is conducted; and citizenship of each
executive officer and director of the Reporting Person is set forth in Schedule
I hereto.
During the last five years, neither the Reporting Person nor, to the best
knowledge of the Reporting Person, any of its executive officers or directors
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such items.
Item 3. Source and Amount of Funds and Other Consideration.
The irrevocable option (the "Option") to purchase 21,796,426 Shares (the
"Option Shares") representing approximately 19.9% of the Shares outstanding
(without giving effect to Shares subject to the Option) is exercisable upon the
terms and subject to the conditions set forth in the Stock Option Agreement,
dated March 16, 1998, between the Issuer and the Reporting Person (the "Option
Agreement"), a copy of which is attached hereto as Exhibit 1 and hereby
expressly incorporated herein by reference. The price at which the Option may be
exercised is $79.86 per share. Although no final decision has been made, it is
presently intended that the Reporting Person will obtain all of the funds to
purchase the Option Shares from internally generated funds.
Item 4. Purpose of Transaction.
On March 16, 1998, the Issuer and the Reporting Person entered into an
Agreement and Plan of Merger (the "Plan of Merger"), a copy of which is attached
hereto as Exhibit 2 and hereby expressly incorporated herein by reference,
pursuant to which the Issuer will be merged with and into the Reporting Person.
Each of the Shares (excluding any in treasury) issued and outstanding (together
with the associated preferred share purchase rights issued under the Issuer's
Rights Agreement, dated as of November 7, 1997, between the Issuer and First
Chicago Trust Company of New York, as rights agent, as amended) will be
converted into 1.12 shares of common stock of the Reporting Person (with the
appropriate number of the Reporting Person's rights as provided in the Reporting
Person's Rights Agreement dated as of October 16, 1990, between the Reporting
Person and First Interstate Bank of Washington, as rights agent, as amended,
whether or not such rights shall still be attached to such shares). Each of the
issued and outstanding shares of the Issuer's 6% Cumulative Convertible Series D
Preferred Stock, par value $.01 per share (the "Series D Preferred Stock")
(excluding any in treasury) will be converted into one share of the Reporting
Person's 6% Cumulative Convertible Series G Preferred Stock (the "Series G
Preferred Stock"). Following execution of the Merger Agreement, the Issuer and
the Reporting Person entered into the Option Agreement, a copy of which is
attached hereto as Exhibit 1 and hereby expressly incorporated herein by
reference.
<PAGE>
The Option is exercisable only upon the occurrence of certain events,
including an agreement by the Issuer to enter into certain business combinations
with a third party or the acquisition of beneficial ownership by a third party
of 25% or more of the Shares. The extent to which the Reporting Person may
profit from the Option or from transactions in the Option Shares generally is
limited to $275 million and will be reduced by any termination fees received
pursuant to the Merger Agreement. The Reporting Person will not be entitled to
any termination fees if it has exercised all or any portion of the Option.
The Option Agreement is intended to increase the likelihood that the
transactions contemplated by the Merger Agreement will be consummated in
accordance with its terms, and may discourage persons from proposing a competing
offer to acquire the Issuer. The existence of the Option Agreement could
significantly increase the cost to a potential acquiror of acquiring the Issuer,
compared to its cost had the Issuer not entered into the Option Agreement.
Upon consummation of the transactions contemplated by the Merger Agreement,
the Shares and the Series D Preferred Stock will cease to be authorized to be
quoted on the New York Stock Exchange, and they will become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934.
Item 5. Interest in Securities of the Issuer.
The Reporting Person is the beneficial owner of 21,796,426 Shares, or 16.6%
of the Shares outstanding, assuming exercise of the Option. The percentage of
Shares outstanding as beneficially owned by the Reporting Person on the date
hereof is based upon 109,529,780 Shares outstanding as of February 28, 1998 (as
represented by the Issuer in the Plan of Merger) and assuming exercise of the
Option.
Except as set forth in this Schedule 13D, neither the Reporting Person nor,
to the knowledge of the Reporting Person, any of the persons listed in Schedule
I beneficially owns any Shares.
Except as set forth in this Schedule 13D, neither the Reporting Person nor,
to the knowledge of the Reporting Person, any of the persons listed in Schedule
I has the right to receive or the power to direct the receipt of dividends from,
or the proceeds of sale of, securities covered by this Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The information set forth in Item 4 of this Schedule 13D is hereby
incorporated herein by reference.
Except as set forth in this Schedule 13D, neither the Reporting Person nor,
to the knowledge of the Reporting Person, any of the persons listed on Schedule
I is a party to any contract, arrangement, understanding or relationship with
respect to any securities of the Issuer.
<PAGE>
Item 7. Material to be Filed as Exhibits.
EXHIBIT DESCRIPTION
1* Form of Stock Option Agreement, dated March 16,
1998, between H.F. Ahmanson & Company and
Washington Mutual, Inc.
2** Agreement and Plan of Merger, dated as of March 16,
1998, by and between Washington Mutual, Inc. and
H.F. Ahmanson & Company
* Incorporated herein by reference to Exhibit A to Exhibit 7(c).3 to
the Report on Form 8-K/A of Washington Mutual, Inc., filed March 18,
1998.
** Incorporated herein by reference to Exhibit 7(c).3 to the Report
on Form 8-K/A of Washington Mutual, Inc., filed March 18, 1998.
<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: March 26, 1998
WASHINGTON MUTUAL, INC.
By: /s/ Fay L. Chapman
Fay L. Chapman, Executive Vice President
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
<S> <C> <C>
1* Stock Option Agreement, dated March 16, 1998, between
H.F. Ahmanson & Company and Washington Mutual, Inc.
2** Agreement and Plan of Merger, dated as of March 16,
1998, by and between Washington Mutual, Inc. and H.F.
Ahmanson & Company
----------------------
* Incorporated herein by reference to Exhibit A to Exhibit 7(c).3 to
the Report on Form 8-K/A of Washington Mutual, Inc, filed March
18, 1998.
** Incorporated herein by reference to Exhibit 7(c).3 to the Report
on Form 8-K/A of Washington Mutual, Inc., filed March 18, 1998.
</TABLE>
<PAGE>
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF WASHINGTON MUTUAL, INC.
The following table sets forth the name, residence or business address and
present principal occupation or employment of each director and executive
officer of the Reporting Person. Each such person is a U.S. citizen, and, unless
otherwise indicated, the business address of each such person is 1201 Third
Avenue, Suite 1500, Seattle, WA 98101.
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS OFFICE PRESENT PRINCIPAL
OCCUPATION OR
EMPLOYMENT
<S> <C> <C>
Kerry K. Killinger Chairman, President and Executive Officer,
Chief Executive Officer; Washington Mutual,
Director Inc.
Douglas P. Beighle Director Retired
1009 Western Avenue #1107
Seattle, WA 98104-1037
David Bonderman Director General Partner and a
2420 Texas Commerce Tower Principal of TPG, L.P.
201 Main Street
For Worth, TX 76102
J. Taylor Crandall Director Chief Financial
3100 Texas Commerce Tower Officer and Vice
201 Main Street President, Keystone,
Fort Worth, TX 76102 Inc.
Roger H. Eigsti Director Chairman and Chief
4333 Brooklyn Avenue N.E., Floor 22 Executive Officer,
Seattle, WA 98185 SAFECO Corporation
John W. Ellis Director Chairman and Chief
411 - 108th Avenue N.E. Executive Officer,
OCB-15 Baseball Club of
Bellevue, WA 98009-9734 Seattle, Inc.
Daniel J. Evans Director Chairman, Daniel J.
1111 Third Avenue, Suite 3400 Evans Associates
Seattle, WA 98101
<PAGE>
Anne V. Farrell Director President and Chief
425 Pike Street, Suite 510 Executive Officer of
Seattle, WA 98101 the Seattle Foundation
Stephen E. Frank Director President and Chief
2244 Walnut Grove Avenue Operating Officer ,
Rosemead, CA 91770 Southern California
Edison
William P. Gerberding Director Retired
2021 First Avenue, #G-20
Seattle, WA 98121
Enrique Hernandez, Jr. Director President and Chief
900 South Central Avenue Executive Officer,
Alhambre, CA 91801 Inter-Con Security
Systems
Samuel B. McKinney Director Senior Pastor, Mount
1634 - 19th Avenue Zion Baptist Church,
Seattle, WA 98122 Seattle
Michael K. Murphy Director President and Chief
P.O. Box 3366 Executive Officer,
Spokane, WA 99220 CPM Development
Corporation
William G. Reed, Jr. Director Retired
1201 Third Avenue, suite 4900
Seattle, WA 98101
James H. Stever Director Retired
1600 Seventh Avenue
Seattle, WA 98191
Willis B. Wood Director Chairman and Chief
555 W. Fifth Street, Suite 2900 Executive Officer,
Los Angeles, CA 90013-1011 Pacific Enterprises
Fay L. Chapman Executive Vice President Executive Officer,
and General Counsel Washington Mutual,
Inc.
Craig S. Davis Executive Vice President Executive Officer,
Washington Mutual,
Inc.
Steven P. Freimuth Executive Vice President Executive Officer,
Washington Mutual,
Inc.
Lee D. Lannoye Executive Vice President Executive Officer,
Washington Mutual,
Inc.
Richard M. Levy Senior Vice President and Executive Officer,
Controller Washington Mutual,
Inc.
William A. Longbrake Executive Vice President Executive Officer,
and Chief Financial Officer Washington Mutual,
Inc.
Deanna W. Oppenheimer Executive Vice President Executive Officer,
Washington Mutual,
Inc.
Norman H. Swick Senior Vice President and Executive Officer,
General Auditor Washington Mutual,
Inc.
Craig E. Tall Executive Vice President Executive Officer,
Washington Mutual,
Inc.
S. Liane Wilson Executive Vice President Executive Officer,
Washington Mutual,
Inc.
Douglas G. Wisdorf Senior Vice President and Executive Officer,
Deputy Chief Financial Washington Mutual,
Officer Inc.
</TABLE>
