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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
FIRST MUTUAL BANCSHARES, INC.
(Name of Issuer)
Common Stock, Par Value, $1.00 Per Share
(Title of Class of Securities)
32190E102
(CUSIP Number)
October 26, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this schedule
is filed:
/X/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
*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
Union Bank of California, as trustee of the First Mutual Savings Bank
Employee Stock Ownership Plan
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
91- 6451351
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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 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Oregon
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5 SOLE VOTING POWER
-0-
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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6 SHARED VOTING POWER
377,976
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7 SOLE DISPOSITIVE POWER
-0-
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8 SHARED DISPOSITIVE POWER
377,976
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
377,976
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.1%
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12 TYPE OF REPORTING PERSON
BK
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Item 1.
(a) NAME OF ISSUER: First Mutual Bancshares, Inc. (the "Issuer")
(b) ADDRESS OF PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER:
400 108th Avenue N.E.,
Bellevue, WA 98004
Item 2.
(a) NAME OF PERSON FILING: Union Bank of California, as trustee (the
"Trustee") of the First Mutual Savings Bank Employee Stock Ownership Plan (the
"ESOP")
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
407 S.W. Broadway,
Portland, OR 97205
(c) CITIZENSHIP: State of Oregon
(d) TITLE OF CLASS OF SECURITIES: Common Stock, Par Value, $1.00 Per
Share ("Common Stock")
(e) CUSIP NUMBER: 32190E102
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o).
(b) [X] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8).
(e) [ ] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
Item 4. OWNERSHIP.
(a) AMOUNT BENEFICIALLY OWNED: 377,976. The Trustee holds 377,976
shares of the Common Stock in trust on behalf of the ESOP, which is an employee
benefit plan subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended. Prior to October 26, 1999, the Trustee, and
its predecessors, held 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, in trust on behalf of the ESOP. On October 26, 1999, First
Mutual completed a reorganization into the holding company form of ownership
(the "reorganization"). As a result
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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 the Common Stock. The purpose of
this statement is to report the conversion of 377,976 shares of First Mutual
common stock previously held in trust for the ESOP into an equivalent number of
shares of the Common Stock pursuant to the reorganization.
(b) PERCENT OF CLASS: 8.1%.
(c) NUMBER OF SHARES AS TO WHICH THE PERSON HAS:
(i) Sole power to vote or to direct the vote: -0-.
(ii) Shared power to vote or to direct the vote: 377,976.
(iii) Sole power to dispose or to direct the disposition of: -0-.
(iv) Shared power to dispose or to direct the disposition of:
377,976.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
The Trustee holds the Common Stock in trust on behalf of the ESOP.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not Applicable
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
Item 9. NOTICE OF DISSOLUTION OF A GROUP:
Not Applicable
Item 10. CERTIFICATION:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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This statement is not an admission that Union Bank of California is the
beneficial owner of any securities covered by this statement, and Union Bank of
California expressly disclaims beneficial ownership of all shares reported
herein pursuant to Rule 13d-4.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
November 5, 1999
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Date
Union Bank of California, as trustee of the First
Mutual Savings Bank Employee Stock Ownership Plan
By /s/ Jacquelyn Williams
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Jacquelyn Williams
Assistant Vice President
and Trust Officer
