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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: April 3, 1997
Washington Mutual, Inc.
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(Exact Name of Registrant as specified in its charter)
Washington
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0-25188 91-1653725
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Commission File Number IRS Identification No.
1201 Third Avenue, Seattle, Washington 98101
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Address of Principal Executive Office Postal Code
206-461-2000
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Registrant's telephone number including area code
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
99.1 Press Release
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WASHINGTON MUTUAL, INC.
Date: April 10, 1997 By: /s/ Marc R. Kittner
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Marc R. Kittner
Senior Vice President and
Corporate Counsel
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EXHIBIT 99.1
Contact: Libby Hutchinson
Washington Mutual
(206) 461-2484
1-800-228-WAMU (9268)
Ian Campbell
Great Western April 10, 1997
(818) 775-3773 FOR IMMEDIATE RELEASE
WASHINGTON MUTUAL ANNOUNCES $75 BILLION CRA PLEDGE
LOS ANGELES -- Washington Mutual, Inc. (NASDAQ:WAMU) today announced a
$75 billion, ten-year community reinvestment commitment to the western United
States and Florida, pending the completion of its merger with Great Western
Financial Corp. of Chatsworth, Calif.
The commitment is the largest CRA pledge ever proposed by a depository
institution.
Accompanied by representatives of California's housing, shelter and
non-profit organizations, Kerry Killinger, chairman, president and chief
executive officer of Washington Mutual, outlined the details of the company's
pledge from the Westminster-Watts Library, a site adjacent to where the company
is currently constructing its newest branch in the Watts area of Los Angeles.
"Washington Mutual has a well documented record of being a leader in
housing and shelter-related loans and investments in the communities it serves.
Our proposed merger with Great Western will enable us to enhance this
leadership position as we continue to make community reinvestment an integral
part of our ongoing business plan. Ultimately, this commitment will result in
even stronger communities as reflected by higher home ownership rates and a
greater number of jobs in low- and moderate-income communities," said Killinger.
The major components of Washington Mutual's $75 billion pledge are as
follows:
SINGLE FAMILY LENDING
$50 billion in affordable housing loans to minorities and borrowers in
low- and moderate-income census tracts. As part of this $50 billion commitment,
the company will target $25 billion to borrowers with incomes less than 80
percent of median income.
CONSUMER LENDING
$8 billion of consumer lending to borrowers of low- to moderate-income.
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MULTI-FAMILY HOUSING
$7 billion of multi-family loans to projects serving tenants with
incomes below 80 percent of median income.
SMALL BUSINESS LENDING
$9 billion in small business loans of $50,000 or less. This would be an
expansion of the small business loan program recently started by Great Western.
Based on the Small Business Administration formula that predicts that
one job will be created for every $35,000 in small business lending, Washington
Mutual's commitment is expected to add nearly 257,000 jobs to the neighborhoods
it serves.
COMMUNITY INVESTMENT
$1 billion of investments in and loans to community development
projects, low-income housing projects, tax-exempt housing revenue bonds,
minority financial institutions and community banks and financial institutions
targeting minority, racial, and ethnic communities or other community needs.
CHARITABLE GIVING
Washington Mutual will return 2 percent of its pre-tax earnings to its
neighborhoods through grants, sponsorships, gifts, in-kind donations of
equipment and furnishings, paid employee volunteer time, and other financial
support to affordable housing, consumer education, and K-12 education
improvement, with an emphasis on underserved areas.
"We are excited to add Great Western to our family, for it too has been
an acknowledged leader with a strong history of community reinvestment. Our
combined companies offer residents throughout the West and Southeast unequalled
access to personal economic self-fulfillment and community vitality," continued
Killinger.
"This historic CRA pledge is yet another illustration why Washington
Mutual is a superior business partner for Great Western," said John Maher,
president and chief executive officer of Great Western Financial Corporation.
"This CRA pledge will have a significant impact on the people and communities
we serve."
With a history dating back to 1889, Washington Mutual is a regional
financial services company that provides a diversified line of products and
services to consumers and small- to mid-
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sized businesses. Its subsidiaries provide consumer and commercial banking
services, securities brokerage, mutual fund management, property/casualty and
life insurance sales, and underwriting for insurance annuities. At Dec. 31,
1996, Washington Mutual and its subsidiaries had consolidated assets of $44.6
billion. The company operates more than 500 offices in nine western states.
Washington Mutual ("Washington Mutual") and other certain persons named
below may be deemed to be participants in the solicitation of proxies in
connection with the merger of Great Western Financial Corporation ("Great
Western") and a wholly-owned subsidiary of Washington Mutual pursuant to which
each outstanding share of Great Western common stock would be converted in 0.9
shares of Washington Mutual common stock ("the Merger"). The participants may
include the directors of Washington Mutual (Douglas P. Beighle, David Bonderman,
Herbert M. Bridge, J. Taylor Crandall, Roger H. Eigsti, John W. Ellis, Daniel J.
Evans, Anne V. Farrell, William P. Gerberding, Kerry K. Killinger, Samuel B.
McKinney, Michael K. Murphy, Louis H. Pepper, William G. Reed, Jr. and James E.
Stever); the following executive officers of Washington Mutual: Craig S. Davis,
Steven P. Freimuth, Lee D. Lanoye, William A. Longbrake, Deanna W. Oppenheimer,
Craig E. Tall and S. Liane Wilson; and the following other members of management
of Washington Mutual: Karen Christensen, JoAnn DeGrande, William Ehrlich, James
B. Fitzgerald, Marc Kittner, and Douglas G. Wisdorf (collectively, the
"Washington Mutual Participants"). As of the date of this communication, David
Bonderman, J. Taylor Crandall and Kerry K. Killinger beneficially owned
1,894,141 shares, 6,549,755 shares and 1,044,224 shares of Washington Mutual
common stock, respectively. The remaining Washington Mutual Participants do not
beneficially own, individually or in the aggregate, in excess of 1% of
Washington Mutual's equity securities. The Washington Mutual Participants do not
beneficially own, individually or in the aggregate, in excess of 1% of Great
Western's equity securities.
Other participants in the solicitation include Great Western and may
include the directors of Great Western (James F. Montgomery, John F. Maher, Dr.
David Alexander, H. Frederick Christie, Stephen E. Frank, John V. Giovenco,
Firmin A. Gryp, Enrique Hernandez, Jr., Charles D. Miller, Dr. Alberta E.
Siegel and Willis E. Wood, Jr.); the following executive officers of Great
Western: J. Lance Erickson, Carl F. Geuther, Michael M. Pappas, A. William
Schenck III, Ray W. Sims and Jaynie M. Studenmund; and the following other
members of management of Great Western; Stephen F. Adams, Bruce F. Antenberg,
Barry R. Barkley, Ian D. Campbell, Charles Coleman, Allen D. Meadows and John
A. Trotter (collectively, the "Great Western Participants"). As of the date of
this communication, James F. Montgomery and John F. Maher beneficially owned
680,488 shares and 611,762 shares of Great Western common stock, respectively
(including shares subject to stock options exercisable within 60 days). The
remaining Great Western Participants do not beneficially own, individually or
in the aggregate, in excess of 1% of Great Western's equity securities. The
Great Western Participants do not beneficially own, individually or in the
aggregate, in excess of 1% of Washington Mutual's equity securities.
Washington Mutual has retained Lehman Brothers Inc. ("Lehman Brothers")
to act as its financial advisor in connection with the Merger for which it
received and may receive substantial fees. Lehman Brothers is an investment
banking firm that provides a full range of financial services for institutional
and individual clients. Lehman Brothers does not admit that it or any of its
directors, officers or employees is a "participant" as defined in Schedule 14A
promulgated under the Securities Exchange Act of 1934, as amended, in the proxy
solicitation, or that Schedule 14A requires the disclosure of certain
information concerning Lehman Brothers. In connection with Lehman Brothers'
role as financial advisor to Washington Mutual, Lehman Brothers and the
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following investment banking employees of Lehman Brothers may communicate in
person, by telephone or otherwise with a limited number of institutions,
brokers or other persons who are stockholders of Washington Mutual and Great
Western: Steven B. Wolitzer, Philip R. Erianger, Sanjiv Sobti, David J. Kim,
Craig P. Sweeney and Daniel A. Trznadel. In the normal course of its business
Lehman Brothers regularly buys and sells Washington Mutual Securities and Great
Western Securities for its own account and for the account of its customers,
which transactions may result from time to time in Lehman Brothers and its
associates having a net "long" or net "short" position in Washington Mutual
Securities, Great Western Securities, or option contracts or other derivatives
in or relating to Washington Mutual Securities or Great Western Securities. As
of April 7, 1997, Lehman Brothers had positions in Washington Mutual
Securities and Great Western Securities as principal as follows: (i) net
"short" 224 of Washington Mutual's common shares; (ii) net "long" 27,434 shares
of Washington Mutual's 9.12% preferred stock; (iii) net "long" 124,964 shares
of Washington Mutual's 7.60% preferred stock; (iv) net "short" 3,509 of Great
Western's common shares; and (v) net "long" 160,000 shares of Great Western's
8.30% preferred.
Great Western has retained Goldman, Sachs & Co. ("Goldman Sachs") and
Merrill Lynch & Co. ("Merrill Lynch") to act as its financial advisors in
connection with the Merger, as well as the merger proposal by H.F. Ahmanson &
Company, for which they received and may receive substantial fees. Each of
Goldman Sachs and Merrill Lynch is an investment banking firm that provides a
full range of financial services for institutional and individual clients.
Neither Goldman Sachs nor Merrill Lynch admits that it or any of its directors,
officers or employees is a "participant" as defined in Schedule 14A promulgated
under the Securities Exchange Act of 1934, as amended, in the proxy
solicitation, of that as financial advisor to Great Western, Goldman Sachs and
the following investment banking employees of Goldman Sachs may communicate in
person, by telephone or otherwise with a limited number of institutions,
brokers or other persons who are stock holders of Great Western: Joe Wender,
John Mahoney, Andy Gordon, Todd Owens and Andrea Vitorelli. In connection with
Merrill Lynch's role as financial advisor to Great Western, Merrill Lynch and
the following investment banking employees of Merrill Lynch may communicate in
person, by telephone or otherwise with a limited number of institutions,
brokers or other persons who are stockholders of Great Western: Herb Lurie,
Louis S. Wolfe, Paul Wetzel, Frank V. McMahon, John Esposito, Alex Sun,
Christopher Del-Moral Niles and Kavita Gupta. In the normal course of their
respective businesses Goldman Sachs and Merrill Lynch regularly buy and sell
securities issues by Great Western and its affiliates ("Great Western
Securities") for its own account and for the accounts of its customers, which
transactions may result from time to time in Goldman Sachs and its associates
and Merrill Lynch and its associates having a net "long" or net "short"
position in Great Western Securities, Washington Mutual Securities, or option
contracts or other derivatives in or relating to Great Western Securities or
Washington Mutual Securities.
As of April 7, 1997, Goldman Sachs held positions in Great Western
Securities and Washington Mutual Securities as principal as follows: (i) net
"long" 18,173 of Great Western's common shares; (ii) net "long" $1 million of
Great Western's deposit notes; and (iii) net "long" 1,098 shares of Washington
Mutual's common shares. As of April 7, 1997, Merrill Lynch had positions in
Washington Mutual Securities and Great Western Securities as principal as
follows: (i) net "long" 7,125 of Great Western's common shares and (ii) net
"long" 1,526 of Washington Mutual's common shares.
EDITOR'S NOTE: Washington Mutual's press releases are available at no charge
through the company's News On Demand Plus System. For a menu of Washington
Mutual press releases or to retrieve a specific release, call 1-800-329-6236.
On the Internet, press releases may be accessed at
http://www.businesswire.com/cnn/wamu.htm.
Community Contacts:
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Lori Gay
Executive Director
Los Angeles Neighborhood Housing Services
Tel: 213-749-7797
Evelyn Reeves
Past President
National Association of Real Estate Brokers
Tel: 213-299-7900
