SUPPLEMENT DATED DECEMBER 23, 1997
TO SUPPLEMENTS DATED
OCTOBER 24, 1997, AND NOVEMBER 18, 1997
TO PROSPECTUS DATED OCTOBER 22, 1997
WASHINGTON MUTUAL, INC.
On December 1, 1997, Acadia FW Partners, L.P. ("Acadia FW"), which was
named in the Prospectus Supplement dated October 24, 1997, as a Selling
Stockholder, made a distribution of an aggregate of 2,415,025 shares of common
stock, no par value (the "Common Stock"), of Washington Mutual, Inc. (the
"Company"), to its partners in accordance with its partnership agreement. On
December 1, 1997, FW-HY Partners, L.P. ("FWHY"), which also was named in the
Prospectus Supplement dated October 24, 1997, as a Selling Stockholder, made a
distribution of an aggregate of 40,743 shares of Common Stock to its partners in
accordance with its partnership agreement. Certain direct or indirect partners
of Acadia FW and FWHY also made distributions of shares of Common Stock received
directly or indirectly from Acadia FW and/or FWHY to their beneficial owners.
On November 17, 1997, Old Rosecliff, Inc. (formerly Rosecliff, Inc.),
transferred 11,800 shares of Common Stock to Ronald N. Beck, who also was named
in the Prospectus and the Prospectus Supplements dated November 18, 1997, as a
Selling Stockholder. The numbers below reflect this transfer. They do not
include shares of Common Stock with respect to which Lehman Brothers/Rosecliff,
Inc., was named as a Selling Stockholder in the Prospectus Supplements dated
October 24 and November 18, 1997.
On December 9, 1997, William E. Oberndorf, who was named as a Selling
Stockholder in the Prospectus, made a gift of 28,465 shares of Common Stock to
the Oberndorf Foundation. Mr. Oberndorf received 3,879 shares of Common Stock in
connection with the Acadia FW and/or FWHY distributions described above. The net
decrease in his holdings as a result of these transactions was 24,586 shares of
Common Stock.
On December 23, 1997, Dee J. Kelly, who was named as a Selling Stockholder
in the Prospectus, made a gift of 1,500 shares of Common Stock to Dee J. Kelly
Trust No. 2. Mr. Kelly received 2,459 shares of Common Stock in connection with
the Acadia FW and/or FWHY distributions described above. The net increase in his
holdings as a result of these transactions was 959 shares of Common Stock.
As a result of the foregoing transfers, the number of shares of Common
Stock which Acadia FW and FWHY may sell pursuant to the Registration Statement
is reduced to zero. Also as a result of the foregoing transfers, (i) the number
of shares of Common Stock eligible for resale pursuant to the Registration
Statement by persons previously named as Selling Stockholders and named below is
adjusted to the number set forth opposite such person's name (without adjustment
for any resales that such person has made pursuant to the Registration
Statement), and (ii) the other persons named below are added to the list of
Selling Stockholders and the number of shares of Common Stock that each may sell
pursuant to the Registration Statement is set forth opposite such person's name:
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<TABLE>
<CAPTION>
Previous Additional Total
Previously Named Selling Stockholders No. of Shares No. of Shares No. of Shares
- ------------------------------------- ------------- ------------- -------------
<S> <C> <C> <C>
Lehman Brothers Capital Partners I 27,105 19,826 46,931
Lehman Brothers Capital Partners II, L.P. 38,559 61,789 100,348
Wells Fargo & Company 90,139 7,342 97,487
The Bank of New York Company, Inc. 99,828 7,342 107,170
The Equitable Life Assurance Society of
the United States 934,891 130,454 1,065,345
Robert M. Bass 4,906,025 233,495 5,139,520
William P. Hallman, Jr. 40,000 2,763 42,763
Dee J. Kelly 12,491 959 13,450
Mark L. Hart, Jr. 7,591 2,459 10,050
Billie J. Ellis 15,738 1,229 16,967
James G. Coulter 305,455 3,528 308,983
John M. Stevenson 22,980 4,175 27,155
William E. Oberndorf 228,465 (24,586) 203,879
David M. Schwarz 610,045 40,020 650,065
Capital Partnership 938,658 115,585 1,054,243
J. Taylor Crandall 50,000 18,572 68,572
Daniel L. Doctoroff 13,382 93,238 106,620
Glenn R. August 83,781 99,646 183,427
Peter G. Mulvihill 59,001 24,753 83,754
Anthony P. Scotto 49,167 35,091 84,258
Ronald N. Beck 35,400 33,974 69,374
Ian G. Wallace 3,540 15,474 19,014
Neal K. Aronson 2,360 2,608 4,968
Steven B. Gruber 51,317 92,728 144,045
Neuville Company, Inc. 70,368 9,819 80,187
David Bonderman 1,273,814 687 1,274,501
Molly M. South 6,245 687 6,932
Alan Henry Family Trust 24,980 1,374 26,354
Lerner Acadia Partners 188,538 34,375 222,913
Oak Hill Partners, Inc. 12,980 23,933 36,913
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1,093,339
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</TABLE>
<TABLE>
<CAPTION>
New Selling Stockholders No. of Shares
<S> <C>
Lehman Brothers/FW, Inc. 229,024
Umpawaug II Corporation 82,607
W. Robert Cotham 1,238
Bondo FTW, Inc. 111,393
Keystone, Inc. 732,624
Acadia MGP, Inc. 14,122
The Barry R. Jackson Revocable Trust 1,374
Group Holdings Inc. 455
Trustees of Princeton University 7,204
Richard C. Blum & Associates, Inc. 1,374
Industrial Holdings Inc. 66,073
Anchor Property Corporation 7,725
Great American Insurance Company1 48,282
American Empire Surplus Lines Insurance Company 28,969
Oberndorf Foundation 28,465
Dee J. Kelly Trust No. 2 1,500
---------
1,362,429
Grand Total: 2,455,768
=========
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(1) Great American Insurance Co. is a subsidiary of American Financial
Group, Inc. Through their ownership of common stock of American Financial Group,
Inc. and their positions as directors and executive officers, members of the
Lindner family may be deemed to be controlling persons with respect to American
Financial Group, Inc., and thus share voting and investment power with respect
to securities owned by American Financial Group, Inc. and its subsidiaries.
</TABLE>
The date of this Prospectus Supplement is December 23, 1997.
