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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: September 15, 1999
Washington Mutual, Inc.
(Exact Name of Registrant as specified in its charter)
Washington 1-14667 91-1653725
(State or Other Jurisdiction of (Commission File (I.R.S. Employer
Incorporation or Organization) Number) Identification No.)
1201 Third Avenue, Seattle, Washington 98101
(Address of Principal Executive Offices) (Zip Code)
(206) 461-2000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On September 13, 1999, Washington Mutual, Inc. issued a press release reporting
that the shareholders of Long Beach Financial Corp. had approved the merger
with Washington Mutual, Inc.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
99 Press release dated September 13, 1999 reporting results that the
shareholders of Long Beach Financial Corp. had approved the merger with
Washington Mutual, Inc.
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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 : September 15, 1999 By: /s/Fay L. Chapman
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Fay L. Chapman
Senior Executive Vice President
and General Counsel
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EXHIBIT INDEX
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<S> <C>
Exhibit Description
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99 Washington Mutual Press Release announcing Long Beach
Financial Shareholders approval of the merger with
Washington Mutual
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Washington Mutual Contacts: Long Beach Contacts:
Media: Libby Hutchinson M. Jack Mayesh
(206) 461-2484 (714) 835-5743
1-800-228-WAMU (9268)
Investors: Ruthanne King James H. Leonetti
(206) 461-6421 (714) 835-5743
Sept. 13, 1999
FOR IMMEDIATE RELEASE
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LONG BEACH FINANCIAL SHAREHOLDERS APPROVE MERGER WITH WASHINGTON MUTUAL
ORANGE, Calif. -- In a special meeting held today, Long Beach Financial
Corp. (Nasdaq: LBFC) shareholders approved the merger with Washington Mutual,
Inc. (NYSE: WM). Long Beach Financial, based in Orange, Calif., is the parent
of Long Beach Mortgage Co.
Of the Long Beach shares voted, more than 99 percent voted in favor of the
transaction. The merger, which still requires regulatory approval from certain
states, is expected to close on or around Oct. 1, 1999.
The merger agreement requires that no more than 48 percent of the total
merger consideration be paid in cash. Out of 22,616,868 total Long Beach
shares outstanding, 16,777,911 shares elected a cash preference. Consequently,
each share elected for cash will receive a pro rata distribution of cash
determined using a factor of .647 (22,616,868 x 48% = 10,856,097 / 16,777,911
= .647).
Each shareholder expressing a preference for cash will receive $10.03
(.647 x $15.50) in cash per share and the remaining $5.47 in WM common stock.
Shares for which there was no cash election will receive $15.50 per share in
the form of WM common stock. The value assigned to WM shares issued to Long
Beach shareholders will be the average of the closing price of WM for the five
trading days ending three trading days before the effective time of the merger.
Long Beach Financial Corporation originates, purchases, sells and services
subprime residential home mortgage loans through its subsidiary, Long Beach
Mortgage Co. These loans are generated through its relationships with a
nationwide network of mortgage brokers. Long Beach Mortgage Co. services its
brokers through 68 offices with a sales force in excess of 325. At June 30,
1999, Long Beach had $346.4 million in assets.
With a history dating back to 1889, Washington Mutual is a financial
services company that provides a diversified line of products and services to
consumers and small- to mid-sized businesses. At June 30, 1999, Washington
Mutual and its subsidiaries had consolidated assets of $175.04 billion. The
company operates more than 1,800 offices throughout the nation.
