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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
First Mutual Bancshares, Inc.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
32190E102
(CUSIP Number)
Mark R. Beatty, Esq.
Preston Gates & Ellis LLP
701 Fifth Avenue, Suite 5000
Seattle, Washington 98104
(206) 623-7580
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 26, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No.: 32190E102
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1 NAME OF REPORTING PERSON
F. Kemper Freeman, Jr.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Washington
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7 SOLE VOTING POWER
NUMBER OF SHARES 250,394
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
18,869
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9 SOLE DISPOSITIVE POWER
250,394
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10 SHARED DISPOSITIVE POWER
18,869
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
558,389
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
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14 TYPE OF REPORTING PERSON
IN
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Item 1. SECURITY AND ISSUER
This statement relates to the Common Stock, $1.00 par value (the "Common
Stock"), of First Mutual Bancshares, Inc. (the "Issuer"). The principal
executive offices of the Issuer are located at 400 108th Avenue N.E., Bellevue,
WA 98004.
Item 2. IDENTITY AND BACKGROUND
This statement is being filed by F. Kemper Freeman, Jr., whose business
address is c/o Kemper Development Co., 10500 N.E. 8th St., Suite 600, Bellevue,
WA 98004. Mr. Freeman's present principal occupation is real estate owner
and developer. Mr. Freeman is also the Chairman of the Board of Directors of
the Issuer.
Mr. Freeman has not during the last five years been (i) convicted in a
criminal proceeding, or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
See response to Item 4.
Item 4. PURPOSE OF TRANSACTION
Prior to October 26, 1999, Mr. Freeman beneficially owned 558,389 shares of
the common stock of First Mutual Savings Bank ("First Mutual"), a stock savings
bank chartered under Title 32 of the Revised Code of Washington. On October 26,
1999, First Mutual completed a reorganization into the holding company form of
ownership (the "reorganization"). As a result of the reorganization, among
other things, all of the issued and outstanding shares of common stock, $1.00
par value per share, of First Mutual were automatically converted by operation
of law on a one-for-one basis into an equal number of issued and outstanding
shares of Common Stock of the Issuer. Mr. Freeman was not required to pay any
consideration in connection with the conversion of his shares of First Mutual
common stock into an equal number of shares of the Common Stock pursuant to the
reorganization.
Mr. Freeman presently holds the Common Stock for investment purposes only.
Mr. Freeman will continue to evaluate his ownership and voting position in the
Issuer and may consider the following future courses of action: (i) continuing
to hold the Common Stock for investment; (ii) disposing of all or a portion of
the Common Stock in open market sales or in privately-negotiated transactions;
(iii) acquiring additional shares of Common Stock in the open market or in
privately-negotiated transactions; or (iv) entering into short sales or other
hedging transactions with respect to the Common Stock. Mr. Freeman has not as
yet determined which of the courses of action specified in this paragraph he may
ultimately take. Mr. Freeman's future actions with regard to this investment
are dependent on his evaluation of a variety of circumstances affecting the
Issuer in the future, including the market price of the Issuer's Common Stock,
the Issuer's prospects and Mr. Freeman's portfolio.
Other than in his capacity as the Chairman of the Board of Directors, Mr.
Freeman has no present intent or proposals that relate to or would result in:
(i) the acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (iii) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (iv) any change in the
present Board of Directors or management of the Issuer, including any plans or
proposals to change the number or term of Directors or to fill any vacancies on
the Board; (v) any material change in the present capitalization or dividend
policy of the Issuer; (vi) any other material change in the Issuer's business
or corporate structure; (vii) changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (viii) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (ix) a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to Section
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12(g)(4) of the Exchange Act; or (x) any action similar to those enumerated
above.
Mr. Freeman reserves the right to determine in the future whether to
change the purpose or purposes described above or whether to adopt plans or
proposals of the type specified above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the filing date of this Schedule 13D, Mr. Freeman beneficially
owns 558,389 shares of the Common Stock, which represents approximately 11.9% of
the shares of Common Stock currently issued and outstanding. The 558,389 shares
include: (i) 201,944 shares owned by Mr. Freeman individually; (ii) 18,869
shares held jointly with his spouse; (iii) 48,450 shares held in a trust for his
daughter, of which he is trustee and has sole voting and investment power; (iv)
226,166 shares held by a corporation, Bellevue Square Managers Inc., of which he
is a director, shareholder and president; (v) 59,515 shares held by his spouse;
and (vi) options to purchase 3,445 shares of Common Stock, which are exercisable
within 60 days. This statement is not an admission that Mr. Freeman is the
beneficial owner of the shares of Common Stock held in trust for his daughter
or held by Bellevue Square Managers Inc. and Mr. Freeman expressly disclaims
beneficial ownership of such shares.
(b) As of the filing date of this Schedule 13D, Mr. Freeman has sole power
to vote or direct the vote and dispose or direct the disposition of 250,394
shares of the Common Stock. Mr. Freeman has shared power to vote or direct the
vote and dispose or direct the disposition of 18,869 shares of the Common Stock.
(c) Mr. Freeman did not effect any transactions in the First Mutual common
stock during the 60 days prior to the reorganization and has not effected any
transactions in the Common Stock following the reorganization.
(d) The shares beneficially owned by Mr. Freeman include (i) 18,869
shares held jointly with his spouse; (ii) 48,450 shares held in a trust for
his daughter, of which he is trustee; (iii) 226,166 shares held by Bellevue
Square Managers Inc.; and (iv) 59,515 shares held by his spouse.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as disclosed in this statement, Mr. Freeman has no contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to the Common Stock, including transfer or voting thereof,
finder's fees, joint ventures, loan or option arrangements, put or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
Item 7. MATERIALS TO BE FILED AS EXHIBITS
None.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule 13D is true, complete and
correct.
F. KEMPER FREEMAN, JR.
/s F. Kemper Freeman, Jr.
November 5, 1999
