As filed with the Securities and Exchange Commission on October 2, 1998.
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)
H. F. Ahmanson & Company 1984 Stock Incentive Plan
H. F. Ahmanson & Company 1993 Stock Incentive Plan
H. F. Ahmanson & Company 1988 Directors' Stock Incentive Plan
H. F. Ahmanson & Company 1996 Nonemployee Directors' Stock Incentive Plan
(Full title of the plan)
Fay L. Chapman
Executive Vice President and General 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
<PAGE>
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 H. F.
Ahmanson & Company ("Ahmanson") 1984 Stock Incentive Plan (the "1984
Plan"), the Ahmanson 1993 Stock Incentive Plan, as amended (the "1993
Plan"), the Ahmanson 1988 Directors' Stock Incentive Plan, as amended
(the "1988 Plan") and the Ahmanson 1996 Nonemployee Directors' Stock
Incentive Plan (the "1996 Plan"). The registrant has assumed the
outstanding obligations under the 1984 Plan, the 1993 Plan, the 1988
Plan and the 1996 Plan as successor to Ahmanson by way of merger of
Ahmanson into registrant. 137,936 shares are issuable under the 1984
Plan, 2,705,162 shares are issuable under the 1993 Plan, 75,060 shares
are issuable under the 1988 Plan and 93,659 shares are issuable under
the 1996 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 H. F. Ahmanson & Company ("Ahmanson") which are being
assumed by Washington Mutual, Inc. as part of the merger of Ahmanson into
Washington Mutual, Inc. The terms of the existing Ahmanson plan(s) will remain
unchanged except that Washington Mutual, Inc. shares will be issued in lieu of
Ahmanson 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 on Form 10-K for the year ended December 31, 1997,
including the Form 10K/A filed March 31, 1998 and the Form 10K/A filed June 30,
1998. (the "1997 Washington Mutual 10-K");
(2) Quarterly Reports on Form 10-Q for the quarter ended March 31, 1998 and
for the quarter ended June 30, 1998;
(3) Current Reports on Form 8-K dated March 17, 1988, as amended on March
18, 1998; June 2, 1998; June 5, 1998, as amended on June 18, 1998; June 10,
1998; June 12, 1998; and July 23, 1998; 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.
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 October 2, 1998,
Members of Foster Pepper & Shefelman PLLC own approximately 30,032 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's 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.
Item 8. Exhibits.
4.10 Ahmanson 1984 Stock Incentive Plan (incorporated by reference
to Ahmanson's Annual Report on Form 10-K for the year ended
December 31, 1984).
4.12 Amendment to the Ahmanson 1984 Stock Incentive Plan
(incorporated by reference to Ahmanson's Annual Report on Form
10-K for the year ended December 31, 1989).
4.13 Ahmanson 1993 Stock Incentive Plan, as amended (incorporated
by reference to Ahmanson's Annual Report on Form 10-K for the
year ended December 31, 1996).
4.14 Ahmanson Executive Stock Option Award Guidelines (incorporated
by reference to Ahmanson's Annual Report on Form 10-K for the
year ended December 31, 1996).
4.15 Ahmanson 1988 Directors' Stock Incentive Plan, as amended
(incorporated by reference to Ahmanson's Annual Report on Form
10-K for the year ended 1989).
4.16 Ahmanson 1996 Nonemployee Directors' Stock Incentive Plan
(incorporated by reference to Ahmanson's Annual Report on Form
10-K for the year ended 1995).
4.17 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 PricewaterhouseCoopers 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)
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 this 1st day of
October, 1998.
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 Fay L. Chapman, 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 and on October 1, 1998.
/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 Financial Officer
Director (Principal Executive Officer) (Principal Financial Officer)
/s/ Richard M. Levy
Richard M. Levy
Senior Vice President and
Controller
(Principal Accounting Officer)
/s/ Douglas P. Beighle
Douglas P. Beighle Stephen E. Frank
Director Director
/s/ William P. Gerberding
David Bonderman William P. Gerberding
Director Director
/s/ Enrique Hernandez
J. Taylor Crandall Enrique Hernandez, Jr.
Director Director
/s/ Roger H. Eigsti
Roger H. Eigsti Phillip D. Matthews
Director Director
/s/ John W. Ellis /s/ Dr. Samuel B. McKinney
John W. Ellis Dr. Samuel B. McKinney
Director Director
/s/ Ann V. Farrell /s/ Michael K. Murphy
Anne V. Farrell Michael K. Murphy
Director Director
/s/ William G. Reed, Jr.
William G. Reed, Jr. James H. Stever
Director Director
/s/ Willis B. Wood, Jr.
Elizabeth A. Sanders Willis B. Wood, Jr.
Director Director
William D. Schulte
Director
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
4.10 Ahmanson 1984 Stock Incentive Plan (incorporated by reference
to Ahmanson's Annual Report on Form 10-K for the year ended
December 31, 1984).
4.12 Amendment to the Ahmanson 1984 Stock Incentive Plan
(incorporated by reference to Ahmanson's Annual Report on Form
10-K for the year ended December 31, 1989).
4.13 Ahmanson 1993 Stock Incentive Plan, as amended (incorporated
by reference to Ahmanson's Annual Report on Form 10-K for the
year ended December 31, 1996).
4.14 Ahmanson Executive Stock Optiona Award Guidelines
(incorporated by reference to Ahmanson's Annual Report on Form
10-K for the year ended December 31, 1996).
4.15 Ahmanson 1988 Directors' Stock Incentive Plan, as amended
(incorporated by reference to Ahmanson's Annual Report on Form
10-K for the year ended 1989).
4.16 Ahmanson 1996 Nonemployee Directors' Stock Incentive Plan
(incorporated by reference to Ahmanson's Annual Report on Form
10-K for the year ended 1995).
4.17 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 PricewaterhouseCoopers 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)
EXHIBIT 5
FOSTER PEPPER & SHEFELMAN PLLC
October 1, 1998
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
approximately 3,522,455 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 H. F. Ahmanson & Company 1984 Stock Incentive Plan, the
H. F. Ahmanson & Company 1993 Stock Incentive Plan, the H. F. Ahmanson & Company
1988 Directors' Stock Incentive Plan and the H. F. Ahmanson & Company 1996
Nonemployee Directors' Stock 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
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 (No.
333-23221) to Form S-4 of our report dated February 20, 1998, appearing in the
Annual Report on Form 10-K, as amended by Forms 10-K/A dated April 1, 1998 and
June 30, 1998, of Washington Mutual, Inc. for the year ended December 31, 1997.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Seattle, Washington
October 1, 1998
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Washington Mutual, Inc.,
as successor to
Keystone Holdings, Inc.:
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., 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 statements of earnings, stockholder's equity, and cash flows
of Keystone Holdings, Inc. and subsidiaries for the period ended December 31,
1995, which report appears in the 1997 Annual Report on Form 10-K/A of
Washington Mutual, Inc.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Los Angeles, California
October 1, 1998
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-23221) of Washington Mutual, Inc. of our report
dated January 22, 1997, except as to Note 28, which is as of March 7, 1997
relating to the consolidated financial statements, appearing on page 105 of
Great Western Financial Corporation, which appears on page 62 of the Washington
Mutual, Inc. Annual Report on Form 10-K for the year ended December 31, 1997.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Los Angeles, California
October 1, 1998
