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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: March 24, 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 Revised slide to the presentation filed on March 24, 1997.
The presentation is being used by Washington Mutual, Inc. on an
ongoing basis.
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: March 26, 1997 By: /s/ Marc R. Kittner
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Marc R. Kittner
Senior Vice President and
Corporate Counsel
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Attached is a revised slide to the presentation to investment analysts
which was filed with the Securities and Exchange Commission (the "Commission")
on March 24, 1997. This revision constitutes an amendment to the Form 8-K
filed with the Commission on March 24, 1997.
Beginning on March 26, 1997, the materials, as revised, will be used by
Washington Mutual, Inc. on an ongoing basis in presentations to the investment
community.
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As of March 14, 1997, Goldman Sachs held positions in Great Western
Securities and Washington Mutual Securities as principal as follows: (i) net
"long" 9,669 of Great Western's common shares; (ii) net "long" $1 million of
Great Western's deposit notes; and (iii) net "long" 1,098 of Washington
Mutual's common stock. As of March 14, 1997, Merrill Lynch had
positions in Great Western Securities and Washington Mutual Securities as
principal as follows: (i) net "long" 8,800 of Great Western's common shares;
(ii) net "long" 1,775 shares of Great Western's 8.30% cumulative perpetual
preferred stock; and (iii) net "long" 1,527 of Washington Mutual's common
shares.
Other participants in the solicitation include Washington Mutual and may
include the directors of Washington Mutual (Douglas P. Beighle, David
Bounderman, Herbert M. Bridge, J. Taylor Crandall, Robert 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: 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 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.
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
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 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 March 14, 1997, Lehman Brothers had positions in Washington Mutual
Securities and Great Western Securities as follows: (i) net "short" 124 of
Washington Mutual's common shares; and (ii) net "short" 3,327 of Great
Western's common shares.
