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: May 14, 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
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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 14, 1997
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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 14, 1997 By: /s/ Marc R. Kittner
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Marc R. Kittner
Senior Vice President and
Corporate Counsel
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Media Contact: Washington Mutual
Bill Ehrlich
1-800-228-9268
Gavin Anderson & Company
Hollis Rafkin-Sax
212-373-0231
Investor Contact: Washington Mutual
JoAnn DeGrande
206-461-3186
May 14, 1997
FOR IMMEDIATE RELEASE
WASHINGTON MUTUAL HOLDS INVESTOR CONFERENCE;
EXPRESSES CONFIDENCE IN 1997 & 1998 EARNINGS OUTLOOK
SEATTLE, Washington -- Washington Mutual, Inc. (Nasdaq: WAMU) yesterday
concluded a highly informative investor conference in Seattle, Washington. The
conference was widely attended by both Washington Mutual and Great Western
Financial Corporation (NYSE: GWF) investors and analysts from around the
country.
The theme of the conference was Washington Mutual's "Growth, Value and
Experience," and the audience heard presentations by members of the company's
executive and senior management. The company also led attendees on tours of
Washington Mutual facilities to demonstrate its state-of-the-art banking
technology.
Chairman, President and Chief Executive Officer Kerry Killinger emphasized
that he believed the company's long-term growth prospects were very strong. "We
are comfortable with the mid-range of current First Call and IBES consensus
estimates for 1997, which are $3.88 and $3.90 per share respectively." Killinger
further stated that his comfort level was high with the upper end of current
First Call and IBES consensus estimates for 1998, which are $4.75 and $4.80 per
share respectively. "The company's ability to generate capital and to deploy
that capital through strong loan origination, coupled with continuing franchise
and customer growth in all our markets, makes us confident that these estimates
are very achievable."
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Other presenters reviewed the strong loan origination trends in all of
Washington Mutual's markets. The company's long-term goal is to maintain a 5
percent common equity-to-assets ratio. Its strong loan origination capabilities
should permit capital to be fully deployed into residential, consumer and
commercial loans.
In addressing one of the key elements of Washington Mutual's growth
strategy, Executive Vice President Liane Wilson reviewed the progress of
integrating the data processing systems of American Savings Bank. She noted that
all important milestones to date had been met, and the company was on track to
convert American's deposit accounts on July 3 and its loan accounts on August 6.
Killinger concluded that this timeline would put Washington Mutual in an
excellent position to complete its merger with and begin to integrate Great
Western soon after the June 13 shareholder votes and necessary regulatory
approvals. "Our merger with Great Western will be a powerful combination that
will add materially to the franchise value and drive superior shareholder
returns through enhanced earnings growth."
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.
This press release contains estimates of future operating results for 1997,
1998 and 1999 for Washington Mutual, Inc. on a stand-alone basis. These
estimates constitute forward-looking statements (within the meaning of the
Private Securities Litigation Reform Act of 1995), which involve significant
risks and uncertainties. Actual results may differ materially from the results
discussed in these forward-looking statements. Factors that might cause such a
difference include, but are not limited to, those discussed in WAMU's Current
Report on Form 8-K dated March 6, 1997, and its Registration Statatement on Form
S-4, Registration No. 333-23221, as filed with the Securities and Exchange
Commission, to which reference is hereby made.
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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,
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 E. 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
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 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 share 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 as well as reimbursement if reasonable
out-if-pocket expenses. In addition, Washington Mutual has agreed to idemnify
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.
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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. Ahamnson &
Company, for which they received and may receive substantial fees, as well as
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 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 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, 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; and (ii) net "long" 1,526 of
Washington Mutual's common shares.
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