SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
(Amendment No. 1)
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: May 15, 1997
Washington Mutual, Inc.
(Exact Name of Registrant as specified in its charter)
Washington
0-25188 91-1653725
Commission File Number IRS Identification No.
1201 Third Avenue, Seattle, Washington 98101
--------------------------------------------------------------
Address of Principal Executive Office Postal Code
206-461-2000
Registrant's telephone number including area code
Item 7. Financial Statements and Exhibits
(c) 1. Press Release dated May 13, 1997
<PAGE>
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: May 15, 1997 By: /s/ Marc R. Kittner
-------------------
Marc R. Kittner
Senior Vice President and
Corporate Counsel
Media Contact: Washington Mutual Great Western
Bill Ehrlich Ian Campbell
1-800-228-9268 818-775-3773
Gavin Anderson & Company Charlie Coleman
Hollis Rafkin-Sax 818-775-3766
212-373-0231
Investor Contact: Washington Mutual
JoAnn DeGrande
206-461-3186
May 13, 1997
FOR IMMEDIATE RELEASE
WASHINGTON MUTUAL AND GREAT WESTERN ANNOUNCE
REGISTRATION STATEMENT FOR MERGER IS DECLARED EFFECTIVE
------------------------------------------------
Special Meetings to Be Held June 13
SEATTLE, Washington and CHATSWORTH, California -- Washington Mutual, Inc.
(Nasdaq: WAMU) and Great Western Financial Corporation (NYSE: GWF) today jointly
announced that the Securities and Exchange Commission has declared effective the
registration statement relating to their merger. Proxy materials are being
mailed to all Washington Mutual and Great Western stockholders of record as of
May 9, 1997. Special meetings will be held on June 13, 1997 for stockholders of
both companies to vote on their merger.
In a joint statement, the companies said, "This is an exciting next step
toward completing the Washington Mutual/Great Western transaction, a merger
based on sound business fundamentals. We are extremely pleased to bring this
vote to our stockholders and look forward to leveraging our proven track records
and strong management teams to provide value to all key constituencies --
stockholders, employees, customers and communities.
-more-
<PAGE>
-2-
"Driven by strategic business fundamentals and praised by securities
analysts and community groups, the merger of Washington Mutual and Great Western
will create a company that is well-positioned for long-term growth. We are eager
to deliver these benefits and anticipate that the merger will be completed early
in the third quarter of 1997, following the receipt of necessary regulatory
approvals."
The transaction is expected to be accounted for as a pooling of interests.
Terms of the transaction call for the tax-free exchange of 0.9 share of
Washington Mutual common stock for each of Great Western's outstanding common
shares. Each share of Great Western 8.30% cumulative preferred stock would be
converted into one share of a new series of Washington Mutual preferred stock
with substantially the same terms.
Washington Mutual's special meeting is scheduled for June 13, 1997, at 2:00
p.m. at the Washington State Convention and Trade Center, 800 Convention Place,
Seattle, Washington. Great Western's special meeting is scheduled for June 13,
1997, 10:00 a.m. at the Great Western Employee Center, 19809 Prairie Street,
Chatsworth, California.
Separately, Great Western said that its May 12, 1997, press release
concerning Ahmanson's proposed exchange offer was not intended to be, and did
not constitute, a recommendation to stockholders concerning the exchange offer
within the meaning of the federal securities laws. On Monday, Ahmanson announced
it intended to commence an exchange offer on the same financial terms as its
current merger proposal. Great Western's Board of Directors will review the full
terms of Ahmanson's proposed exchange offer as filed today with the Securities
and Exchange Commission and promptly thereafter will make its formal
recommendation.
With a history dating back to 1889, Washington Mutual is a diversified
financial services company focusing on families and small and mid-sized
businesses. At year-end 1996, Washington Mutual and its subsidiaries had
consolidated assets of $44.6 billion and operated more than 550 offices in
Washington, California, Idaho, Utah, Montana, Arizona, Colorado and Nevada. The
company's subsidiaries provide consumer and commercial banking, full-service
securities brokerage, mutual fund management and insurance underwriting.
- more -
<PAGE>
- 3 -
With assets of $42.9 billion, Great Western Financial Corporation is a
diversified financial services company operating more than 1,150 mortgage
lending, retail banking, and consumer finance offices nationwide. Great
Western's principal subsidiary, Great Western Bank, is a mortgage-oriented
consumer bank with banking branch networks in California and Florida.
Washington Mutual, Inc. ("Washington Mutual") and certain other 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 into 0.9
shares of Washington Mutual common stock (the "Merger"). The participants in
this solicitation may include the directors of Washington Mutual (Douglas P.
Beighle, David Bonderman, 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, William G. Reed, Jr., and James H.
Stever); the following executive officers of Washington Mutual: Craig S. Davis,
Steven P. Freimuth, Lee D. Lannoye, 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 R. 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.
Great Western and certain other persons named below may be deemed to be
participants in the solicitation of proxies in connection with the Merger. The
participants in this solicitation 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 B Wood, Jr.); the following
executive officers of Great Western: J. Lance Erikson, 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: 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.
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 as well as reimbursement of reasonable
out-of-pocket expenses. In addition, Washington Mutual has agreed to indemnify
Lehman Brothers and certain persons related to it against certain liabilities,
including certain liabilities under the federal securities laws, arising out of
its engagement. 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 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. Erlanger, 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 securities issued by Washington Mutual and its affiliates ("Washington
Mutual Securities") and Great Western and its affiliates ("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 May
5, 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 "long" 17,445 of Great Western's common shares;
and (v) net "long" 160,000 shares of Great Western's 8.30% preferred stock.
-more-
<PAGE>
-4-
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 as well as
reimbursement of reasonable out-of-pocket expenses. In addition, Great Western
has agreed to indemnify Goldman Sachs and Merrill Lynch and certain persons
related to them against certain liabilities, including certain liabilities under
the federal securities laws, arising out of their engagement. 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, or that
Schedule 14A requires the disclosure of certain information concerning Goldman
Sachs and Merrill Lynch. In connection with Goldman Sachs's role 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
stockholders of Great Western: Joe Wender, John Mahoney, Andy Gordon, Todd Owens
and Andrea Vittorelli. 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, Christopher Del-Moral Niles and Kavita Gupta. In the
normal course of their respective businesses Goldman Sachs and Merrill Lynch
regularly buy and sell Great Western Securities and Washington Mutual 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 May 5, 1997, Goldman Sachs had positions in Great Western Securities
and Washington Mutual Securities as principal as follows: (i) net "long" 9,273
of Great Western's common shares and (ii) net "long" $1 million of Great
Western's deposit notes. As of May 5, 1997, Merrill Lynch had positions in Great
Western Securities and Washington Mutual Securities as principal as follows: (i)
net "long" 2,326 of Great Western's common shares; (ii) net "long" 1,600 shares
of Great Western's 8.30% preferred stock; and (iii) net "long" 1,526 of
Washington Mutual's common shares.
# # #
