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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Metropolitan Bancorp
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value Per Share
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(Title of Class of Securities)
591753108
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(CUSIP Number)
Guy C. Pinkerton
Chairman, President and Chief Executive Officer
Washington Federal, Inc.
425 Pike Street
Seattle, Washington 98101
(206) 624-7930
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 11, 1996
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(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 which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement: [ X ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.)
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 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act.
The total number of shares reported herein is 657,000 shares, which
constitutes approximately 17.7% of the total number of shares of the issuer
outstanding as of July 11, 1996. Unless otherwise indicated, all ownership
percentages set forth herein assume that as of July 11, 1996, there were
3,710,205 shares of the issuer outstanding.
(Continued on following pages)
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CUSIP No. 591753108 Page 2 of 15 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Washington Federal, Inc.
IRS Employer Identification No. 91-1661606
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ___
Not Applicable (b) ___
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ___
Not applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
NUMBER OF 7. SOLE VOTING POWER
SHARES 657,000(1)/
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 657,000(1)/
10. SHARED DISPOSITIVE POWER
0
____________________________
(1)/ The Reporting Person disclaims beneficial ownership of these shares
pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as
amended. See Item 5 of this Schedule 13D.
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CUSIP No. 591753108 Page 3 of 15 Pages
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
657,000(2)/
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES ___
Not Applicable
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7%
14. TYPE OF REPORTING PERSON
CO, HC
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, $0.01 par value per share
("Metropolitan Common Stock," an individual share of which, a "Share"), of
Metropolitan Bancorp ("Metropolitan"), a corporation organized and existing
under the laws of the State of Washington and registered as a savings and loan
holding company with the Office of Thrift Supervision ("OTS") under the Home
Owners' Loan Act, as amended ("HOLA"). The principal executive offices of
Metropolitan are located at 1520 4th Avenue, Seattle, Washington 98101-1648.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) and (f) This Schedule 13D is filed by Washington Federal, Inc.
("Washington Federal"), a corporation organized and existing under the laws of
the State of Washington and registered as a savings and loan holding company
with the OTS under HOLA. Through Washington Federal Savings and Loan
Association ("Washington Savings"), a federally- chartered savings association
and a wholly-owned subsidiary of Washington Federal, Washington Federal provides
a wide range of financial services. Washington Federal's principal executive
offices are located at 425 Pike Street, Seattle, Washington 98101.
____________________________
(2)/ The Reporting Person disclaims beneficial ownership of these shares
pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as
amended. See Item 5 of this Schedule 13D.
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CUSIP No. 591753108 Page 4 of 15 Pages
Each executive officer and each director of Washington Federal is a
citizen of the United States. The name, business address, and present principal
occupation of each executive officer and director is set forth in Exhibit 1 to
this Schedule 13D and is specifically incorporated herein by reference.
(d)-(e) During the last five years, neither Washington Federal nor, to
the best of Washington Federal's knowledge, any of its executive officers or
directors has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a result of which
Washington Federal or such person 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 laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to a stock option agreement, dated as of July 11, 1996, by and
between Metropolitan, as issuer, and Washington Federal, as grantee (the "Option
Agreement"), Metropolitan has granted Washington Federal an irrevocable option
to purchase the Shares covered by this Schedule 13D (the "Option").
Specifically, the Option grants Washington Federal the right to purchase up to
657,000 Shares (approximately 17.7% of the number of Shares outstanding on July
11, 1996, without giving effect to the issuance of any Shares pursuant to an
exercise of the Option), subject to certain adjustments, at a price, subject to
certain adjustments, of $13.50 per Share. The Option was granted by
Metropolitan as a condition of and in consideration for Washington Federal
entering into the Agreement and Plan of Merger, dated as of July 11, 1996, by
and between Washington Federal and Metropolitan (the "Holding Company Merger
Agreement").
The exercise of the Option for the full number of Shares currently
covered thereby would require aggregate funds of $8,869,500. It is anticipated
that, should the Option become exercisable and should Washington Federal elect
to exercise the Option, Washington Federal would obtain the funds for purchase
from working capital.
A copy of the Option Agreement is included as Exhibit 10(a) to
Washington Federal's Current Report on Form 8-K dated the date hereof (the
"Washington Federal Form 8-K") and is incorporated herein by reference in its
entirety.
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CUSIP No. 591753108 Page 5 of 15 Pages
ITEM 4. PURPOSE OF TRANSACTION.
On July 11, 1996, Washington Federal and Metropolitan entered into the
Holding Company Merger Agreement, pursuant to which Metropolitan will, subject
to the conditions and upon the terms stated therein, merge with and into
Washington Federal (the "Holding Company Merger"), with Washington Federal
surviving the Holding Company Merger. The Option was granted by Metropolitan as
a condition of and in consideration for Washington Federal entering into the
Holding Company Merger Agreement.
Concurrently with the execution of the Holding Company Merger Agreement
and the Option Agreement, and as contemplated in the Holding Company Merger
Agreement, Washington Savings and Metropolitan Federal Savings and Loan
Association of Seattle ("Metropolitan Savings"), a federally-chartered savings
association and a wholly-owned subsidiary of Metropolitan, entered into an
Agreement and Plan of Merger (the "Bank Merger Agreement"), pursuant to which
Metropolitan Savings will, subject to the conditions and upon the terms stated
therein, merge with and into Washington Savings (the "Bank Merger"), with
Washington Savings continuing as the surviving institution.
In accordance with the Holding Company Merger Agreement, and subject to
certain terms, conditions, limitations and procedures set forth in the Holding
Company Merger Agreement, each share (other than (i) shares with respect to
which dissenters' rights are perfected under Washington law and (ii) shares held
by Washington Federal (other than in a fiduciary capacity or as a result of
debts previously contracted) of Metropolitan Common Stock outstanding
immediately prior to the effective time of the Holding Company Merger (the
"Effective Time") will at the Effective Time be converted into the right to
receive, subject to certain adjustments for changes in capitalization, the
number of shares of Washington Federal Common Stock which is equal to (the
"Exchange Ratio") (A) if the average share price of Washington Federal Common
Stock (as determined pursuant to the terms of the Holding Company Merger
Agreement) is equal to or greater than $18.00 per share but equal to or less
than $24.50 per share, the quotient determined by dividing (x) $18.00 by (y) the
average share price of Washington Federal Common Stock, (B) if the average share
price of Washington Federal Common Stock is less than $18.00 per share, one
share or (C) if the average share price of Washington Federal Common Stock is
greater than $24.50 per share, .735 shares.
At the Effective Time, each share of Washington Federal Common Stock
issued and outstanding immediately prior to the Effective Time will be unchanged
and will remain issued and outstanding.
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CUSIP No. 591753108 Page 6 of 15 Pages
The Holding Company Merger is subject to customary closing conditions,
including, among other things, approval of the Holding Company Merger by the
shareholders of Metropolitan, the receipt of certain regulatory approvals, and
the receipt of a favorable legal opinion with respect to the tax consequences of
the transactions contemplated by the Holding Company Merger Agreement. In
addition, the Holding Company Merger is conditioned upon the effectiveness of a
registration statement to be filed by Washington Federal with the Securities and
Exchange Commission (the "SEC") with respect to the Shares to be issued in the
Holding Company Merger, the approval for listing of the Washington Federal
Common Stock on the Nasdaq Stock Market's National Market, and the absence of
any legal restraint or injunction. None of the foregoing approvals has yet been
obtained, and there is no assurance as to if or when such approvals will be
obtained. The Holding Company Merger and the transactions contemplated by the
Holding Company Merger Agreement will be submitted for approval at a meeting of
the stockholders of Metropolitan that is expected to take place in the third or
fourth quarter of 1996.
The Holding Company Merger Agreement contains certain covenants of the
parties regarding the conduct of their respective businesses pending the
consummation of the Holding Company Merger. Generally, the parties must carry
on their business in the ordinary course consistent with past practice and use
all reasonable efforts to preserve intact their present business organizations
and relationships. The Holding Company Merger Agreement also contains
restrictions on the parties relating to, among other things, charter and by-law
amendments and acquisitions. The Holding Company Merger Agreement further
contains certain restrictions on Metropolitan and Metropolitan Savings relating
to, among other things, the payment of dividends, the issuance of capital stock
or the issuance, grant or modification of any warrants, options, rights or
convertible securities, certain increases in employee and director compensation,
modifications to certain employee benefit plans, incurrence of indebtedness,
changes in accounting methods, capital expenditures, origination or acquisition
of commercial real estate or multi-family residential loans, entrance into
derivatives contracts, and granting of preferential rights to purchase assets of
Metropolitan or Metropolitan Savings.
The Holding Company Merger Agreement further restricts Metropolitan from
soliciting or encouraging any inquiries or proposals, or participating in any
negotiations or discussions (other than between the parties and certain
respective affiliates) with respect to or concerning any acquisition, lease or
purchase of all or a substantial portion of assets of, or any equity interest
in, Metropolitan or its subsidiaries, unless otherwise required by the fiduciary
duties of Metropolitan's board of directors.
The Holding Company Merger Agreement may be terminated (i) by mutual
consent of the parties; (ii) by a non-breaching party if the other party (a)
breaches any material covenants or undertakings contained in the Holding Company
Merger Agreement, or (b) materially breaches any representations or warranties
contained in the Holding Company
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CUSIP No. 591753108 Page 7 of 15 Pages
Merger Agreement, in each case if such breach has not been cured within thirty
days after notice; (iii) by any party if certain required regulatory or third
party approvals or consents are not obtained; (iv) by any party if
Metropolitan's shareholders do not approve the Holding Company Merger Agreement,
unless such failure to approve is caused by the failure of the party seeking to
terminate to materially perform its obligations under the Holding Company Merger
Agreement; (v) by either Washington Federal or Metropolitan if the Holding
Company Merger is not consummated by July 11, 1997, unless the failure to
consummate the Holding Company Merger is due to a breach by the party seeking to
terminate its obligations under the Holding Company Merger Agreement; or (vi) by
Metropolitan, if the average closing price of a share of Washington Federal
Common Stock during the 20 trading days ending on the fifth business day prior
to the Effective Time (the "Average Closing Price") is less than $17.00 per
share, provided that in the event Metropolitan elects to exercise this
termination right and upon notice, Washington Federal will have the right to
adjust the Exchange Ratio to an amount equal to a number obtained by dividing
(A) $17.00 by (B) the Average Closing Price, in which case the Holding Company
Merger Agreement will not be terminated.
Concurrently with entering into the Holding Company Merger Agreement,
Washington Federal and Metropolitan entered into the Option Agreement pursuant
to which Metropolitan granted to Washington Federal the Option.
Under the Option Agreement, the Option will become exercisable (so long
as Washington Federal is not in material breach of the Option Agreement or the
Holding Company Merger Agreement, and no injunction against delivery of Shares
covered by the Option Agreement is in effect) upon the occurrence of a Purchase
Event (as defined in the Option Agreement), including, among other things, (1)
Metropolitan authorizing, recommending or publicly proposing, or publicly
announcing an intention to authorize, recommend or propose, or entering into an
agreement (other than with Washington Federal or any subsidiary of Washington
Federal) to effect (a) a merger, consolidation or similar transaction, (b)
disposition of at least 15% of the consolidated assets of Metropolitan and its
subsidiaries, or (c) the issuance, sale or other disposition of securities
representing at least 15% of the voting power of Metropolitan or its
subsidiaries; or (2) the acquisition of or acquisition of the right to acquire
beneficial ownership of at least 25% of the then outstanding shares of
Metropolitan Common Stock by a third party (other than by Washington Federal or
any subsidiary of Washington Federal). Under the Option Agreement, at any time
during which the Option is exercisable, Washington Federal may request
Metropolitan to repurchase the Option and any Shares purchased pursuant thereto
under certain circumstances and conditions, and at a price specified in the
Option Agreement.
The Option Agreement terminates upon the earliest of (i) the Effective
Time of the Holding Company Merger, (ii) termination of the Holding Company
Merger Agreement in
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CUSIP No. 591753108 Page 8 of 15 Pages
accordance with its terms prior to (a) the occurrence of a Purchase Event, or
(b) the occurrence of certain other Preliminary Purchase Events (as defined in
the Option Agreement) including, among other things, (1) the commencement by a
third party of a tender or exchange offer for 10% of Metropolitan's then
outstanding Shares, (2) the failure by Metropolitan shareholders to approve the
Holding Company Merger Agreement, (3) the withdrawal or adverse modification of
the recommendation of Metropolitan's Board of Directors in respect of the
Holding Company Merger Agreement, or (4) a breach by Metropolitan of the Holding
Company Merger Agreement entitling Washington Federal to terminate thereunder
(without regard to the period provided to cure, unless such cure is promptly
effected without jeopardizing consummation of the Holding Company Merger), in
the case of (2), (3) and (4) following the announcement or commencement by a
third party of certain transactions, proposals or filings involving
Metropolitan, (iii) the passing of 12 months following termination of the
Holding Company Merger Agreement by Washington Federal due to a breach by
Metropolitan of covenants and undertakings made by it therein, and (iv) the
passing of 12 months following termination of the Holding Company Merger
Agreement following the occurrence of a Purchase Event or a Preliminary Purchase
Event.
The Option Agreement provides that in the event Metropolitan enters into
certain transactions with third parties, Washington Federal will have the right
to substitute for the Option a substitute option with (i) the continuing or
surviving corporation, in the case of a merger or consolidation with
Metropolitan, (ii) the transferee, in the case of a transfer of all or
substantially all of Metropolitan's assets, or (iii) with Metropolitan. In such
case, the substitute option will have the same or, if not so permitted by law,
as similar as possible terms as the Option, with the number of shares covered by
the substitute option and the exercise price therefor determined as specified in
the Option Agreement.
Except as set forth herein or in the Exhibits hereto, to the best of
Washington Federal's knowledge, Metropolitan does not have any current plans or
proposals that relate to or would result in:
(A) The acquisition by any person of additional shares of
Metropolitan Common Stock or the disposition of shares of
Metropolitan Common Stock;
(B) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Metropolitan or any of
its subsidiaries;
(C) A sale or transfer of a material amount of assets of Metropolitan
or any of its subsidiaries;
(D) Any change in the present Board of Directors or management of
Metropolitan, including any plans or proposals to change the
number or terms of directors or to fill any existing vacancies on
the board;
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CUSIP No. 591753108 Page 9 of 15 Pages
(E) Any material change in the present capitalization or dividend
policy of Metropolitan;
(F) Any other material change in Metropolitan's business or corporate
structure;
(G) Any changes in Metropolitan's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of Metropolitan by any person;
(H) Causing a class of securities of Metropolitan to be delisted from
a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
(I) A class of equity securities of Metropolitan becoming eligible
for termination of registration pursuant to Section 12(g)(4) of
the Exchange Act; or
(J) Any action similar to any of those enumerated above.
The foregoing descriptions of the Holding Company Merger Agreement, the
Option Agreement and the press release, dated July 11, 1996, issued by
Metropolitan and Washington Federal relating to the transactions contemplated by
the Holding Company Merger Agreement and the Option Agreement are qualified in
their entirety by reference to copies of each of such documents which are
included as Exhibits 2(a), 10(a), and 20, respectively, to the Washington
Federal Form 8-K and are incorporated herein by reference in their entirety.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a)-(b) By reason of its execution of the Option Agreement, pursuant
to Rule 13d-3(d)(1)(i) promulgated under the Exchange Act, Washington Federal
may be deemed to have sole voting and dispositive power with respect to the
Metropolitan Common Stock subject to the Option and, accordingly, may be deemed
to beneficially own 657,000 shares of Metropolitan Common Stock, or 17.7% of the
Metropolitan Common Stock issued and outstanding as of July 11, 1996, without
giving effect to the issuance of any shares pursuant to an exercise of the
Option. However, because the Option is exercisable only in the circumstances
set forth in Item 4 of this Schedule 13D, none of which has occurred as of the
date hereof, Washington Federal expressly disclaims any beneficial ownership of
the 657,000 shares of Metropolitan Common Stock which are obtainable by
Washington Federal upon exercise of the Option.
Guy C. Pinkerton, Chairman, President and Chief Executive Officer of
Washington Federal, Lawrence D. Cierpiszewski, Senior Vice President of
Washington Federal, and
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CUSIP No. 591753108 Page 10 of 15 Pages
Keith D. Taylor, Senior Vice President and Treasurer of Washington Federal,
beneficially own 5,500, 5,500 and 1,000 shares, respectively, of Metropolitan
Common Stock, which amounted to 0.10%, 0.10% and 0.03%, respectively, of the
Metropolitan Common stock issued and outstanding as of July 11, 1996. Messrs.
Pinkerton, Cierpiszewski and Taylor have sole voting and dispositive power with
respect to all of their respective shares.
Except as set forth above, neither Washington Federal nor, to the best
of Washington Federal's knowledge, any of the individuals named in Exhibit 1
hereto, is a beneficial owner of any Metropolitan Common Stock.
(c) Except as set forth above, no transactions in Metropolitan Common
Stock were effected during the past 60 days by Washington Federal or, to the
best of Washington Federal's knowledge, by any of the individuals named in
Exhibit 1 hereto.
(d) So long as Washington Federal has not purchased the Shares of
Metropolitan Common Stock subject to the Option, Washington Federal does not
have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, any Shares of Metropolitan Common Stock.
(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
As described above, the Holding Company Merger Agreement contains
certain customary restrictions on the conduct of the business of Metropolitan,
including certain customary restrictions relating to the Metropolitan Common
Stock. Except as provided in the Holding Company Merger Agreement and the
Option Agreement, neither Washington Federal nor, to the best of Washington
Federal's knowledge, any of the individuals named in Exhibit 1 hereto, has any
contracts, arrangements, understandings, or relationships (legal or otherwise),
with any person with respect to any securities of Metropolitan, including, but
not limited to, transfer or voting of any securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or losses, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed as part of this Schedule 13D:
Exhibit 1 - Name, Business Address, and Present Principal Occupation of Each
Executive Officer and Director of Washington Federal, Inc.
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CUSIP No. 591753108 Page 11 of 15 Pages
Exhibit 2 - Stock Option Agreement, dated as of July 11, 1996, by and between
Metropolitan Bancorp, as issuer, and Washington Federal, Inc., as
grantee (incorporated by reference to Exhibit 10(a) to Washington
Federal, Inc.'s Current Report on Form 8-K dated the date
hereof).
Exhibit 3 - Agreement and Plan of Merger, dated as of July 11, 1996, by and
between Washington Federal, Inc. and Metropolitan Bancorp
(incorporated by reference to Exhibit 2(a) to Washington Federal,
Inc.'s Current Report on Form 8-K dated the date hereof).
Exhibit 4 - Press Release, dated July 11, 1996, relating to transactions
between Washington Federal, Inc. and Metropolitan Bancorp
(incorporated by reference to Exhibit 20 to Washington Federal,
Inc.'s Current Report on Form 8-K dated the date hereof).
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CUSIP No. 591753108 Page 12 of 15 Pages
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.
WASHINGTON FEDERAL, INC.
By: /s/ Ronald L. Saper
----------------------------------------
Ronald L. Saper
Executive Vice President and Chief
Financial Officer
July 17, 1996
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CUSIP No. 591753108 Page 13 of 15 Pages
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT DESCRIPTION PAGE NO.
1 Name, Business Address, and Present
Principal Occupation of Each Executive
Officer and Director of Washington Federal, 14
Inc.
2 Stock Option Agreement, dated as of
July 11, 1996, by and between Metropolitan
Bancorp, as issuer, and Washington Federal,
Inc., as grantee (incorporated by reference
to Exhibit 10(a) to Washington Federal, Inc.'s
Current Report on Form 8-K dated the date
hereof). --
3 Agreement and Plan of Merger, dated as of
July 11, 1996, by and between Washington Federal,
Inc. and Metropolitan Bancorp (incorporated
by reference to Exhibit 2(a) to Washington
Federal, Inc.'s Current Report on Form 8-K
dated the date hereof). --
4 Press Release, dated July 11, 1996, relating
to transactions between Washington Federal,
Inc. and Metropolitan Bancorp (incorporated
by reference to Exhibit 20 to Washington
Federal, Inc.'s Current Report on Form 8-K
dated the date hereof). --
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CUSIP No. 591753108 Page 14 of 15 Pages
EXHIBIT 1
NAME, PRINCIPAL BUSINESS, AND ADDRESS
OF THE DIRECTORS AND EXECUTIVE OFFICERS
OF WASHINGTON FEDERAL, INC.
DIRECTORS
The principal business address of each director of Washington Federal,
Inc. is c/o Washington Federal, Inc., 425 Pike Street, Seattle, Washington
98101.
GUY C. PINKERTON
Chairman, President
and Chief Executive Officer
E. W. MERSEREAU, JR.
Vice Chairman
KERMIT O. HANSON
Dean Emeritus
University of Washington Graduate
School of Business Administration
W. ALDEN HARRIS
Former Executive Vice President
ANNA C. JOHNSON
Senior Partner
Scan East West Travel
Seattle, Washington
HAROLD C. KEAN
Former Chairman, President and Chief
Executive Officer
VERNON KEENER
Director
K&N Meats
Seattle, Washington
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CUSIP No. 591753108 Page 15 of 15 Pages
RICHARD C. REED
Management Consultant
Altman Weil Pensa
Bellevue, Washington
CHARLES R. RICHMOND
Executive Vice President and Secretary
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The principal business address of each executive officer of Washington
Federal, Inc. who is not a director is c/o Washington Federal, Inc., 425 Pike
Street, Seattle, Washington 98101.
WILLIAM A. CASSELS
Executive Vice President
LAWRENCE D. CIERPISZEWSKI
Senior Vice President
RONALD L. SAPER
Executive Vice President and Chief Financial Officer
KEITH D. TAYLOR
Senior Vice President and Treasurer
