SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN 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, No Par Value New York Stock Exchange
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, No Par Value
Each holder of common stock (the "Common Stock") of Washington Mutual, Inc.
(the "Company" or "Registrant") is entitled to one vote for each share held on
all matters voted upon by shareholders. Shareholders are not permitted to
cumulate their votes for the election of directors.
Subject to the rights of holders of preferred stock of the Registrant, if
any, the holders of Common Stock are entitled to receive such dividends, if any,
as may be declared from time to time by the board of directors of the Registrant
(the "Board"), in its discretion, from funds legally available therefor. In the
unlikely event of the liquidation of the Registrant, holders of Common Stock
will be entitled to receive any remaining assets of the Registrant, in cash or
in kind, after payment of all liabilities and of all amounts reserved in
liquidation accounts.
Holders of Common Stock are not entitled to preemptive rights with respect
to any additional shares that may be issued. The Common Stock is neither
redeemable nor convertible, and there are no sinking fund provisions. All
outstanding shares of Common Stock are, and the shares of Common Stock
registered hereunder will be, when issued, fully paid and nonassessable.
Approval of Mergers, Consolidations, Sale of Substantially All Assets and
Dissolution. The Restated Articles of Incorporation of the Registrant (the
"Articles") contain provisions which, except under specified circumstances
discussed below, generally prohibit the Registrant (or any subsidiary of the
Registrant) from becoming a party to (a) any merger or consolidation with a
"major stockholder"; (b) any sale, lease, exchange, transfer, distribution to
stockholders or other disposition to or with a "major stockholder" of all or
substantially all of the assets or business of the Registrant or a subsidiary of
the Registrant or a portion of such assets or business having a value of more
than 5% of the assets of the Registrant and its subsidiaries; (c) the purchase,
exchange, lease or other acquisition by the Registrant or any subsidiary of the
Registrant of all or substantially all the assets or business of a "major
stockholder" or a portion of such assets or business having a value of more than
5% of the value of the assets of the Registrant and its subsidiaries; (d) the
issuance of any securities, or of any rights, warrants or options to acquire any
securities, of the Registrant, or a subsidiary of the Registrant to a "major
stockholder" or the acquisition by the Registrant, or a subsidiary of the
Registrant, of any securities, or of any rights, warrants or options to acquire
any securities, of a "major stockholder"; or (e) any reclassification of voting
stock, recapitalization or other transaction that has the effect of increasing
the proportionate amount of voting stock of the Registrant or any subsidiary of
the Registrant beneficially owned by a "major stockholder," or any partial or
complete liquidation, spin off, split off or split up of the Registrant or any
subsidiary of the Registrant (except that any transaction specified in this
subparagraph (e) shall not be prohibited if approved by a majority of the
Registrant's "continuing directors"). The term "major stockholder" means
generally any individual, corporation, partnership or other person, group or
entity, together with its affiliates and associates and persons acting in
concert with it, that is the beneficial owner of 5% or more of the votes held by
the holders of the outstanding shares of the voting stock of the Registrant. The
term "continuing director" means (a) a member of the Board immediately prior to
the time that any then-existing "major stockholder" became a major stockholder
or (b) a member of the Board designated, before becoming a director, as a
continuing director by a majority of the then-continuing directors.
The above prohibition does not apply if the specific transaction is
approved by (a) a majority of the Board prior to the major stockholder involved
in the transaction becoming such, (b) a majority of the continuing directors if
the major stockholder involved obtained prior unanimous approval of the Board to
become such, (c) 80% of the continuing directors, or (d) 95% of the Registrant's
outstanding voting shares and a majority of such shares beneficially owned by
stockholders other than any major stockholder. The above prohibitions also do
not apply if the specific transaction is approved by a majority of the
outstanding voting shares and of such shares beneficially owned by other than by
any major stockholder, provided that holders of Common Stock receive at least
the higher of (a) the highest price paid by the involved major stockholder in
acquiring any Common Stock and (b) an amount that bears the same percentage
relationship to the market price of Common Stock immediately prior to the
announcement of the transaction as the highest per share price paid by the
involved major stockholder in acquiring any Common Stock bears to the market
price of Common Stock immediately prior to the commencement of acquisition of
Common Stock by such major stockholder (but in no event in excess of two times
the highest per share price determined in (a) above), and provided certain other
conditions are met. The Articles also provide that during the time a major
stockholder of the Registrant exists, the Registrant may voluntarily dissolve
only upon the unanimous consent of its stockholders or an affirmative vote of at
least two-thirds of its directors and the holders of at two-thirds of both the
shares entitled to vote on such a dissolution and of each class of shares
entitled to vote on such a dissolution as a class, if any. Amendments to these
provisions of the Articles require the affirmative vote of 95% of the
shareholders of the Registrant holding voting stock beneficially owned by
stockholders other than any major stockholder. This provision is designed to
inhibit hostile takeovers and encourage potential acquirors to negotiate with
the Board. Without the approval of the Board, a potential acquiror would find it
extremely difficult to assemble the votes required to effect a transaction
pursuant to the terms of this provision.
Item 2. Exhibits
1. 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
