As filed with the Securities and Exchange Commission on July 1, 1997.
Registration No. 333-23221
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
POST-EFFECTIVE AMENDMENT NO.1 ON FORM S-8 TO FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
WASHINGTON MUTUAL, INC.
(Exact name of registrant as specified in its charter)
Washington 91-1653725
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1201 Third Avenue
Seattle, Washington 98101
(Address of Principal Executive Offices)(Zip Code)
GREAT WESTERN FINANCIAL CORPORATION 1988 STOCK OPTION AND INCENTIVE PLAN
GREAT WESTERN FINANCIAL CORPORATION 1979 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
Marc R. Kittner
Senior Vice President and Corporate Counsel
1201 Third Avenue
Seattle, Washington 98101
(206) 461-2000
(Name, address and telephone number,
including area code, of agent for service)
Copy to:
David R. Wilson
Foster Pepper & Shefelman PLLC
1111 Third Avenue, Suite 3400
Seattle, Washington 98101
(206) 447-4400
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EXPLANATORY NOTE
The shares subject to this Post-Effective Amendment to Form S-4 on Form S-8
are issuable upon exercise of outstanding options under the Great Western
Financial Corporation ("GWFC") 1979 Stock Option and Incentive Plan ("1979
Plan") and the GWFC 1988 Stock Option and Incentive Plan ("1988 Plan"). The
registrant has assumed the outstanding obligations under the 1979 Plan and the
1988 Plan as successor to GWFC by way of merger of GWFC into a wholly-owned
subsidiary of registrant. 81,396 shares are issuable under the 1979 Plan and
6,989,414 shares are issuable under the 1988 Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The shares being registered are issuable upon exercise of outstanding
options under plans of Great Western Financial Corporation which are being
assumed by Washington Mutual, Inc. as part of the merger of Great Western
Financial Corporation ("GWFC") into a wholly owned subsidiary of Washington
Mutual, Inc. The terms of the existing Great Western Financial Corporation Plan
plans will remain unchanged except that Washington Mutual, Inc. shares will be
issued in lieu of GWFC shares.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Washington Mutual, Inc. (the "Registrant")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference in this Registration Statement:
(1) Annual Report of Form 10-K for the year ended December 31,
1996, as amended by Form 10K/A dated April 25, 1997 (the "1996
Washington Mutual 10-K");
(2) Quarterly Report on Form 10-Q for the quarter ended March 31,
1997;
(3) Current Reports on Form 8-K dated March 6, 1997; March 24,
1997, as amended on March 26, 1997; March 28, 1997; April 1,
1997; April 3, 1997; April 10, 1997; April 15, 1997; April 28,
1997; April 30, 1997; May 2, 1997; May 5, 1997; May 6, 1997;
May 8, 1997; May 15, 1997; and May 20, 1997; and
(4) The description of Registrant's Common Stock, no par value,
contained in Item 5 of Registrant's Current Report of Form 8-K
dated November 29, 1994.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
The following documents filed by GWFC with the Commission are incorporated
by reference in this Registration Statement:
(1) "Item 8. Financial Statements and Supplementary Data" from the
Annual Report on Form 10- K for the year ended December 31,
1996, as amended by Form 10-K/A filed May 9, 1997 and
<PAGE>
"Part I-Item 1. Financial Statements" of the Quarterly Report
on Form 10-Q for the quarter ended March 31, 1997.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
No expert or counsel named in the Registration Statement has any
substantial interest in the securities of the Registrant. As of June 30, 1997,
Members of Foster Pepper & Shefelman PLLC own approximately 40,174 shares of
Registrant's common stock.
Item 6. Indemnification of Directors and Officers.
Section 23B.08.320 of the Washington Business Corporation Act (the
"Corporation Act") provides that the personal liability of directors to a
corporation imposed by Section 23B.08.310 of the Corporation Act may be
eliminated by the articles of incorporation of the corporation, except in the
case of acts or omissions involving certain types of conduct. At Article XIII of
its Restated Articles of Incorporation, the Registrant has elected to eliminate
the liability of directors to the Registrant to the extent permitted by law.
Thus, a director of the Registrant is not personally liable to the Registrant or
its shareholders for monetary damages for conduct as a director, except for
liability of the director (i) for acts or omissions that involve intentional
misconduct by the director or a knowing violation of law by the director, (ii)
for conduct violating Section 23B.08.310 of the Corporation Act, or (iii) for
any transaction from which the director will personally receive a benefit in
money, property or services to which the director is not legally entitled. If
Washington law is amended to authorize corporate action that further eliminates
or limits the liability of directors, then the liability of Washington Mutual
directors will be eliminated or limited to the fullest extent permitted by
Washington law, as so amended.
Section 23B.08.560 of the Corporation Act provides that if authorized
by (i) the articles of incorporation, (ii) a bylaw adopted or ratified by the
shareholders, or (iii) a resolution adopted or ratified, before or after the
event, by the shareholders, a corporation will have the power to indemnify
directors made party to a proceeding, or to obligate itself to advance or
reimburse expenses incurred in a proceeding, without regard to the limitations
on indemnification contained in Sections 23B.08.510 through 23B.08.550 of the
Corporation Act.
Pursuant to Article X of Washington Mutual's Restated Articles of
Incorporation and Article VIII of Washington Mutual Bylaws, Washington Mutual
must, subject to certain exceptions, indemnify and defend its directors against
any expense, liability or loss arising from or in connection with any actual or
threatened action, suit or proceeding relating to service for or at the request
of Washington Mutual, including without limitation, liability under the
Securities Act. Washington Mutual is not permitted to indemnify a director from
or on account of acts or omissions of such director which are finally adjudged
to be intentional misconduct, or from or on account of conduct in violation of
RCW 23B.08.310, or a knowing violation of the law from or on account of any
transaction with respect to which it is finally adjudged that such director
received a benefit in money, property or services to which he or she was not
entitled. If Washington law is amended to authorize further indemnification of
directors, then Washington Mutual directors shall be indemnified to the fullest
extent permitted by Washington law, as so amended. Also, pursuant to Article X
of Washington Mutual's Restated Articles of Incorporation and Article VIII of
Washington Mutual's Bylaws, Washington Mutual may, by action of the Washington
Mutual Board, provide indemnification and pay expenses to officers, employees
and agents of Washington Mutual or another corporation, partnership, joint
venture, trust or other enterprise with the same scope and effect as above
described in relation to directors. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers or
persons controlling Washington Mutual pursuant to the provisions described
above, Washington Mutual has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
<PAGE>
Item 8. Exhibits.
4.10 GWFC 1979 Incentive and Nonstatutory Stock Option and
Appreciation Plan as amended (incorporated by reference to
GWFC's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992).
4.11 Addendum to the GWFC 1979 Incentive and Nonstatutory Stock
Option and Appreciation Plan (incorporated by reference to
GWFC's Annual Report on Form 10-K for the year ended December
31, 1993).
4.12 Form of Non-Qualified Stock Option Agreement relating to the
GWFC 1979 Incentive and Nonstatutory Stock Option and
Appreciation Plan (incorporated by reference to Post-Effective
Amendment No. 3 to GWFC's Registration Statement No. 2-67233
on Form S-8).
4.13 Form of Non-Qualified Stock Option Agreement relating to the
GWFC 1979 Incentive and Nonstatutory Stock Option and
Appreciation Plan utilized from April 22, 1986 through 1988
(incorporated by reference to Post-Effective Amendment No. 3
to GWFC's Registration Statement No. 2-67233 on Form S-8).
4.14 GWFC 1988 Stock Option and Incentive Plan (as amended and
restated as of July 22, 1993) (incorporated by reference to
GWFC's Annual Report on Form 10-K for the year ended December
31, 1993).
4.15 Form of Director Stock Option Agreement (incorporated by
reference to GWFC's Registration Statement No. 33-21469 on
Form S-8 pertaining to GWFC's 1988 Stock Option and Incentive
Plan).
4.16 Form of Director Stock Option Agreement effective January 3,
1994 (incorporated by reference to GWFC's Annual Report on
Form 10-K for the year ended December 31, 1993).
4.17 GWFC Employee Non-Qualified Stock Option Agreement
(incorporated by reference to GWFC's Registration Statement
No. 33-21469 on Form S-8 pertaining to GWFC's 1988 Stock
Option and Incentive Plan).
4.18 Revised Form of Non-Qualified Stock Option Agreement effective
January 28, 1992 (incorporated by reference to Post Effective
Amendment No. 3 to GWFC's Registration Statement
No. 33-21469 on Form S-8 pertaining to GWFC's 1988 Stock
Option and Incentive Plan).
4.19 Revised Form of Non-Qualified Stock Option Agreement effective
January 25, 1994 (incorporated by reference to GWFC's Annual
Report on Form 10-K for the year ended December 31, 1993).
4.20 Form of Non-Qualified Stock Option Agreement (Early Vesting
Provisions) (incorporated by reference to GWFC's Annual Report
on Form 10-K for the year ended December 31, 1993).
4.21 Form of Restricted Stock Award Agreement and General
Provisions Applicable to Restricted Stock Awards Granted
Under the 1988 Stock Option and Incentive Plan (incorporated
by reference to Post Effective Amendment No. 3 to GWFC's
Registration Statement No. 33-21469 on Form S-8).
4.22 Restated Articles of Incorporation of the Registrant
(incorporated by reference to Washington Mutual, Inc. Annual
Report to the Commission on Form 10-K for the year ended
December 31, 1996).
5 Opinion of Foster Pepper & Shefelman PLLC
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Price Waterhouse LLP
23.4 Consent of Foster Pepper & Shefelman PLLC
(included in its opinion filed as Exhibit 5)
24 Power of Attorney (included on the signature page of this
Registration Statement)
<PAGE>
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Seattle, State of Washington on July 1, 1997.
WASHINGTON MUTUAL, INC.
By: /s/ Kerry K. Killinger
Kerry K. Killinger
President and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Kerry K. Killinger and Marc R. Kittner, or either of them, as attorneys-in-fact
with full power of substitution, to execute in the name and on behalf of each
person, individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement, including any and all post-effective
amendments to this Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on July 1, 1997.
/s/ Kerry K. Killinger /s/ William A. Longbrake
Kerry K. Killinger William A. Longbrake
Chairman, President and Executive Vice President and
Chief Executive Officer Chief Finanical Officer
Director (Principal Executive Officer) (Principal Financial Officer)
/s/ Douglas G. Wisdorf
Douglas G. Wisdorf
Senior Vice President and
Controller
(Principal Accounting Officer)
/s/ Douglas P. Beighle /s/ Anne V. Farrell
Douglas P. Beighle Anne V. Farrell
Director Director
/s/ David Bonderman /s/ William P. Gerberding
David Bonderman William P. Gerberding
Director Director
/s/ J. Taylor Crandall /s/ Dr. Samuel B. McKinney
J. Taylor Crandall Dr. Samuel B. McKinney
Director Director
/s/ Roger H. Eigsti /s/ Michael K. Murphy
Roger H. Eigsti Michael K. Murphy
Director Director
/s/ John W. Ellis /s/ William G. Reed, Jr.
John W. Ellis William G. Reed, Jr.
Director Director
/s/ Daniel J. Evans /s/ James H. Stever
Daniel J. Evans James H. Stever
Director Director
<PAGE>
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
4.10 GWFC 1979 Incentive and Nonstatutory Stock Option and
Appreciation Plan as amended (incorporated by reference to
GWFC's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992).
4.11 Addendum to the GWFC 1979 Incentive and Nonstatutory Stock
Option and Appreciation Plan (incorporated by reference to
GWFC's Annual Report on Form 10-K for the year ended December
31, 1993).
4.12 Form of Non-Qualified Stock Option Agreement relating to the
GWFC 1979 Incentive and Nonstatutory Stock Option and
Appreciation Plan (incorporated by reference to Post-Effective
Amendment No. 3 to GWFC's Registration Statement No. 2-67233
on Form S-8).
4.13 Form of Non-Qualified Stock Option Agreement relating to the
GWFC 1979 Incentive and Nonstatutory Stock Option and
Appreciation Plan utilized from April 22, 1986 through 1988
(incorporated by reference to Post-Effective Amendment No. 3
to GWFC's Registration Statement No. 2-67233 on Form S-8).
4.14 GWFC 1988 Stock Option and Incentive Plan (as amended and
restated as of July 22, 1993) (incorporated by reference to
GWFC's Annual Report on Form 10-K for the year ended December
31, 1993).
4.15 Form of Director Stock Option Agreement (incorporated by
reference to GWFC's Registration Statement No. 33-21469 on
Form S-8 pertaining to GWFC's 1988 Stock Option and Incentive
Plan).
4.16 Form of Director Stock Option Agreement effective January 3,
1994 (incorporated by reference to GWFC's Annual Report on
Form 10-K for the year ended December 31, 1993).
4.17 GWFC Employee Non-Qualified Stock Option Agreement
(incorporated by reference to GWFC's Registration Statement
No. 33-21469 on Form S-8 pertaining to GWFC's 1988 Stock
Option and Incentive Plan).
4.18 Revised Form of Non-Qualified Stock Option Agreement effective
January 28, 1992 (incorporated by reference to Post Effective
Amendment No. 3 to GWFC's Registration Statement
No. 33-21469 on Form S-8 pertaining to GWFC's 1988 Stock
Option and Incentive Plan).
4.19 Revised Form of Non-Qualified Stock Option Agreement effective
January 25, 1994 (incorporated by reference to GWFC's Annual
Report on Form 10-K for the year ended December 31, 1993).
4.20 Form of Non-Qualified Stock Option Agreement (Early Vesting
Provisions) (incorporated by reference to GWFC's Annual Report
on Form 10-K for the year ended December 31, 1993).
4.21 Form of Restricted Stock Award Agreement and General
Provisions Applicable to Restricted Stock Awards Granted
Under the 1988 Stock Option and Incentive Plan (incorporated
by reference to Post Effective Amendment No. 3 to GWFC's
Registration Statement No. 33-21469 on Form S-8).
4.22 Restated Articles of Incorporation of the Registrant
(incorporated by reference to Washington Mutual, Inc. Annual
Report to the Commission on Form 10-K for the year ended
December 31, 1996).
5 Opinion of Foster Pepper & Shefelman PLLC
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Price Waterhouse LLP
23.4 Consent of Foster Pepper & Shefelman PLLC
(included in its opinion filed as Exhibit 5)
24 Power of Attorney (included on the signature page of this
Registration Statement)
<PAGE>
EXHIBIT 5
FOSTER PEPPER & SHEFELMAN PLLC
July 1, 1997
Board of Directors
Washington Mutual, Inc.
1201 Third Avenue
Seattle, Washington 98101
Gentlemen:
We have acted as counsel for Washington Mutual, Inc., a Washington
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement ("Registration Statement") on Post- Effective Amendment
No. 1 on Form S-8 to Form S-4 under the Securities Act of 1933, as amended, for
7,070,808 shares (the "Shares") of the Company's common stock, no par value per
share, that are issuable pursuant to the exercise of outstanding stock options
under the Great Western Financial Corporation 1979 Stock Option and Incentive
Plan and 1988 Stock Option and Incentive Plan (collectively, the "Plans"). We
have examined the Registration Statement, the Plans and such other documents and
records as we deem necessary for the purpose of this opinion.
Based on the foregoing, we are of the opinion that upon the issuance of
the Shares under the Plans as provided therein, the Shares will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this Opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ FOSTER PEPPER & SHEFELMAN PLLC
FOSTER PEPPER & SHEFELMAN PLLC
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration
Statement of Washington Mutual, Inc. in Post-Effective Amendment No. 1 on Form
S-8 to Form S-4 of our report dated February 14, 1997, appearing on the Annual
Report on Form 10-K/A of Washington Mutual, Inc. for the year ended December 31,
1996 and to the reference to us under the heading "Independent Auditors" in the
Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Seattle, Washington
July 1, 1997
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the post effective
Amendment No. 1 on Form S-8 to Form S-4 (No. 333-23221) of Washington Mutual,
Inc. relating to the Great Western Financial Corporation 1979 and 1988 Stock
Option and Incentive Plans, of our report dated January 26, 1996, except as to
Note 27 to the consolidated financial statements, which is as of February 8,
1996, with respect to the consolidated balance sheet of Keystone Holdings, Inc.
and subsidiaries as of December 31, 1995, and the related consolidated
statements of earnings, stockholder's equity, and cash flows for each of the
years in the two-year period ended December 31, 1995, which report appears in
the 1996 Annual Report on Form 10-K/A of Washington Mutual, Inc.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Los Angeles, California
June 30, 1997
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Post- Effective
Amendment No. 1 on Form S-8 to Form S-4 of Washington Mutual, Inc. of our report
dated January 22, 1997, except as to Note 28, which is as of March 7, 1997,
appearing on page 105 of Great Western Financial Corporation's Annual Report on
Form 10-K/A for the year ended December 31, 1996.
/s/ Price Waterhouse LLP
Los Angeles, California
July 1, 1997
<PAGE>
