SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OFCERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WASHINGTON MUTUAL, INC.
(Exact name of registrant as specified in its charter)
Washington 91-1653725
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1201 Third Avenue, Suite 1500, Seattle, WA 98101
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
To be so registered each class is to be registered
Common Stock Purchase Rights New York Stock Exchange
with respect to Common Stock,
No Par Value
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
Common Stock Purchase Rights
Washington Mutual, Inc. (the "Company" or "Registrant") has adopted a
shareholder rights plan (the "Washington Mutual Rights Plan") which provides
that one right to purchase an additional share of the Company's Common Stock (a
"Washington Mutual Right" and, collectively, the "Washington Mutual Rights") is
attached to each outstanding share of the Company's Common Stock.
The Washington Mutual Rights are not exercisable until the tenth day after
a party acquires beneficial ownership of 20% or more of the outstanding shares
of the Company's Common Stock or commences or publicly announces for the first
time a tender offer to do so. Each Washington Mutual Right entitles the holder
to purchase one share of the Company's Common Stock for an exercise price that
is currently $17.78 per share. In the event, among certain other specified
events, that an acquiring party thereafter gains control of 30% or more of the
outstanding shares of the Company's Common Stock, any Washington Mutual Rights
held by such party will be void and, for the next 60 days, all other holders of
Washington Mutual Rights are entitled to receive that number of shares of the
Company's Common Stock having a market value of two times the exercise price of
each Washington Mutual Right. The Washington Mutual Rights, which expire on
October 26, 2000, may be redeemed by the Company prior to becoming exercisable
for $0.0044 per Right. Until a Washington Mutual Right is exercised, the holder
of that Washington Mutual Right will have no rights as a shareholder of the
Company, including, without limitation, the right to vote or receive dividends.
Item 2. Exhibits
1 Rights Agreement dated as of October 16, 1990 (incorporated by reference
from Registrant's Form 8-K filed on November 29, 1994).
2. All exhibits required by Instruction II to Item 2 will be supplied to
the New York Stock Exchange.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
WASHINGTON MUTUAL, INC.
Date: December 2, 1998
By /s/ Fay L. Chapman
Fay L. Chapman
Executive Vice President and
General Counsel
