Registration No. 333-_______
Filed January 22, 1997
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Washington Federal, Inc.
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(Exact Name of Registrant as specified in its Articles of Incorporation)
WASHINGTON 91-1661606
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(State of incorporation) (IRS Employer Identification No.)
425 Pike Street
Seattle, Washington 98101
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(Address of principal executive offices, including zip code)
Washington Federal Savings Profit Sharing Retirement
Plan and Employee Stock Ownership Plan
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(Full Title of the Plan)
Guy C. Pinkerton Copies to
Chairman, President and Gerard L. Hawkins, Esq.
Chief Executive Officer Kenneth B. Tabach, Esq.
Washington Federal, Inc. Elias, Matz, Tiernan & Herrick L.L.P.
425 Pike Street 734 15th Street, N.W.
Seattle, Washington 98101 Washington, D.C. 20005
(206) 624-7936 (202) 347-0300
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(Name, address and telephone
number of agent for service)
Page 1 of 6 pages
Index to Exhibits is located on page 3.
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of Proposed Maximum Proposed Maximum
Securities Amount Offering Price Aggregate Amount of
to be to be Per Share(3) Offering Price(3) Registration
Registered Registered(1) Fee
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Common Stock,
par value
$1.00 200,000(2) $26.75 $5,350,000 $1,621.21
</TABLE>
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
Washington Federal Savings Profit Sharing Retirement Plan and Employee Stock
Ownership Plan (the "Plan") as a result of a stock split, stock dividend or
similar adjustment of the outstanding Common Stock of Washington Federal,
Inc. (the "Company" or the "Registrant").
(2) Represents an estimate of such presently undeterminable number of shares
as may be purchased with employee contributions pursuant to the Plan. In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Plan.
(3) Estimated solely for the purpose of calculating the registration fee,
which has been calculated pursuant to Rule 457(c). The Proposed Maximum
Offering Price Per Share is equal to the closing sales price of the Common
Stock on the Nasdaq National Market System on January 16, 1997.
__________________________
This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act of 1933,
as amended, and 17 C.F.R. <section> 230.462.
2
<PAGE>
This Registration Statement registers additional securities to be issued under
the Washington Federal Savings Profit Sharing Retirement Plan and Employee
Stock Ownership Plan, for which a Registration Statement on Form S-8 has been
filed and is effective. The contents of the Registration Statement on Form
S-8 (Commission File No. 33-97900), filed with the Commission on October 10,
1995, are incorporated herein by reference.
ITEM 8. EXHIBITS
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit
Table in Item 601 of Regulation S-K):
NO. EXHIBIT PAGE
4 Common Stock Certificate. *
23 Consent of Deloitte & Touche LLP E-1
24 Power of attorney for any subsequent
amendments (located in the signature
pages of this Registration Statement). --
99 Washington Federal Savings Profit
Sharing and Retirement Plan and
Employee Stock Ownership Plan **
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* Incorporated by reference from the Company's Registration
Statement on Form 8-B, filed with the Commission on January 26, 1995.
** Incorporated by reference from the Company's Registration
Statement on Form S-8 (Commission File No. 33-97900), filed with
the Commission on October 10, 1995.
3
<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 State of Washington on January 21, 1997.
By: /S/ GUY C. PINKERTON
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Guy C. Pinkerton
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby makes, constitutes and appoints Guy C. Pinkerton his or her true
and lawful attorney, with full power to sign for such person and in such
person's name and capacity indicated below, and with full power of
substitution any and all amendments to this Registration Statement, hereby
ratifying and confirming such person's signature as it may be signed by said
attorney to any and all amendments
SIGNATURE TITLE DATE
/S/ KERMIT O. HANSON
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Kermit O. Hanson Director January 21, 1997
/S/ W. ALDEN HARRIS
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W. Alden Harris Director January 21, 1997
/S/ ANNA C. JOHNSON
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Anna C. Johnson Director January 21, 1997
/S/JOHN F. CLEARMAN
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John F. Clearman Director January 21, 1997
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<PAGE>
SIGNATURE TITLE DATE
/S/ H. DENNIS HALVORSON
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H. Dennis Halvorson Director January 21, 1997
/S/E.W. MERSEREAU, JR.
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E.W. Mersereau, Jr. Vice Chairman January 21, 1997
/S/ GUY C. PINKERTON
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Guy C. Pinkerton Chairman, President January 21, 1997
and Chief Executive
Officer (principal
executive officer)
/S/ CHARLES R. RICHMOND
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Charles R. Richmond Director January 21, 1997
/S/RICHARD C. REED
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Richard C. Reed Director January 21, 1997
/S/ RONALD L. SAPER
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Ronald L. Saper Executive Vice January 21, 1997
President and Chief
Financial Officer
(principal financial
and accounting officer)
5
INDEPENDENT AUDITORS' CONSENT
Board of Directors
Washington Federal, Inc.
Seattle, Washington
We consent to the incorporation by reference in this Registration Statement
of Washington Federal, Inc. on Form S-8 of our report dated October 25, 1996,
incorporated by reference in the Annual Report on Form 10-K of Washington
Federal, Inc. for the year ended September 30, 1996.
/S/ DELOITTE & TOUCHE LLP
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DELOITTE & TOUCHE LLP
Seattle, Washington
January 22, 1997
