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: October 1, 1998
Washington Mutual, Inc.
(Exact Name of Registrant as specified in its charter)
Washington 0-25188 91-1653725
(State or Other Jurisdiction (Commission File Number) IRS Identification No.
of Incorporation)
1201 Third Avenue, Seattle, Washington 98101
Address of Principal Executive Office
Postal Code
206-461-2000
Registrant's telephone number including area code
<PAGE>
Item 2. Acquisition or Disposition of Assets.
Pursuant to an Agreement and Plan of Merger dated as of March 16, 1998
between the Registrant and H. F. Ahmanson & Company ("Ahmanson"), Ahmanson
merged with and into the Registrant as of the close of business on October 1,
1998 (the "Merger"). As consideration for the Merger, holders of Ahmanson common
stock received in exchange for each share of Ahmanson common stock held the
right to receive 1.68 shares of the Registrant's common stock, with cash being
paid in lieu of fractional shares. As a result of the Merger, the Registrant
issued approximately 205,661,951 shares of its common stock.
Ahmanson, with consolidated assets of approximately $46.68 billion at
December 31, 1997, is a residential real estate and consumer and business
financial services company. Ahmanson's principal asset was the capital stock of
Home Savings of America, FSB, a federally chartered savings bank ("Home
Savings"), and a wholly owned subsidiary of Ahmanson. As of 11:00 p.m. on
October 3, 1998, Home Savings was merged with and into Washington Mutual Bank,
FA, a federally chartered savings association and wholly owned subsidiary of the
Registrant. Home Savings conducted the majority of its retail banking operations
in California. At December 31, 1997, Ahmanson had 370 branch offices located in
three states and 126 loan offices in nine states.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of business acquired.
The financial statements required by this item are incorporated herein by
reference to Item 1 of Ahmanson's Annual Report for the year ended December 31,
1997 on Form 10-K dated March 30, 1998 (File No. 1-8930). Pursuant to Item
7(a)(4) of Form 8-K, the financial statements for the nine months period ended
on September 30, 1998 shall be filed by amendment within sixty (60) days of the
date of this Current Report on Form 8-K.
(b) Pro forma financial information.
The pro forma financial information required by this item is incorporated
herein by reference to pages 68 through 79, inclusive, of the Registrant's
Registration Statement on Form S-4 as filed with the Commission on July 27, 1998
(Registration No. 333-52785). Pursuant to Item 7(b)(4) of Form 8-K, the pro
forma financial information for the nine months period ended on September 30,
1998 will be filed by amendment within sixty (60) days of the date of this
Current Report on Form 8-K.
<PAGE>
(c) Exhibits
Exhibit No. 2. Plan of Acquisition, Reorganization, Arrangement,
Liquidation or Succession.
The exhibit required by this item is incorporated herein by reference to
Exhibit 7(c).3 of the Registrant's Current Report on Form 8-K/A dated March 17,
1998 (File No. 0-25188).
<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: October 9, 1998 By: /s/ Fay L. Chapman
Fay L. Chapman
Executive Vice President and General Counsel
