-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Al4G7aRs5jG6E0WE7XOfgpmjSCHrYEn91s5FHwuVNKS30olvrqBd3ADZmpO9atIF F5vAW7mi/zcKimrRSosmyw== /in/edgar/work/20000830/0000927087-00-000019/0000927087-00-000019.txt : 20000922 0000927087-00-000019.hdr.sgml : 20000922 ACCESSION NUMBER: 0000927087-00-000019 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000830 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST MUTUAL BANCSHARES INC CENTRAL INDEX KEY: 0001098337 STANDARD INDUSTRIAL CLASSIFICATION: [6022 ] IRS NUMBER: 912005970 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-57091 FILM NUMBER: 713919 BUSINESS ADDRESS: STREET 1: 400 108TH AVENUE N E CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 4254557300 MAIL ADDRESS: STREET 1: PO BOX 1647 CITY: BELLEVUE STATE: WA ZIP: 98009-1647 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MATTHEW G NORTON CO CENTRAL INDEX KEY: 0001084926 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 911083333 STATE OF INCORPORATION: WA FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: NORTON BUILDING SUITE 1300 STREET 2: 801 SECOND AV CITY: SEATTLE STATE: WA ZIP: 98104 BUSINESS PHONE: 2062643007 MAIL ADDRESS: STREET 1: 801 SECOND AVENUE CITY: SEATTLE STATE: WA ZIP: 98104 SC 13G/A 1 0001.txt SCHEDULE 13G AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* First Mutual Bancshares, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 3219OE102 (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: |_| Rule 13d-1(b) |x| Rule 13d-1(c) |_| Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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). Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1745 (6-00) Page 1 of 5 Pages 50198587.01 - ------------------------------------------------------------------------------- CUSIP NO. 3219OE102 13G/A Page 2 of 5 Pages --------- - ------------------------------------------------------------------------------- - -------- ---------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Matthew G. Norton Co. 91-0449550 - -------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------- ---------------------------------------------------------------------- 3 SEC USE ONLY - -------- ---------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION State of Washington - -------- ---------------------------------------------------------------------- ----- --------------------------------------------- 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ----- --------------------------------------------- 6 SHARED VOTING POWER 926,597 shares (1) ----- --------------------------------------------- 7 SOLE DISPOSITIVE POWER 0 ----- --------------------------------------------- 8 SHARED DISPOSITIVE POWER 926,597 (1) - --------------------------- ----- --------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 926,597 shares (1) - -------- ---------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - -------- ---------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 19.8% - -------- ---------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* CO - -------- ---------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ----------- 1 Directly owned by MGN Group LLC. Matthew G. Norton Co. is the sole shareholder of MGN Group LLC and may be deemed to have shared voting and dispositive power with respect to such shares. Introductory Note: This Amendment No. 1 (the "Amendment") amends and supplements the statement on Schedule 13G filed by Matthew G. Norton Co. on November 5, 1999, relating to 926,597 shares of Common Stock (the "Issuer Common Stock"), of First Mutual Bancshares, Inc. (the "Issuer"). Pursuant to a transfer of shares from Matthew G. Norton Co. to MGN Group LLC on or about June 1, 1999, MGN Group LLC became the direct owner of the Issuer Common Stock. The November 13G inadvertently listed Matthew G. Norton Co. as directly owning and having sole voting and dispositive power with respect to the Issuer Common Stock. The Issuer Common Stock is the subject of a Schedule 13G jointly filed by Matthew G. Norton Co. and MGN LLC on even date herewith. Item 1 (a). Name of Issuer: First Mutual Bancshares, Inc. Item 1 (b). Address of Issuer's Principal Executive Offices: 400 108th Avenue N.E. Bellevue, Washington 98004 Item 2 (a). Name of Person Filing: Matthew G. Norton Co. Item 2 (b). Address of Principal Business Office or, if none, Residence: Matthew G. Norton Co. 801 Second Avenue Suite 1300 Seattle, Washington 98104 Item 2 (c). Citizenship: Matthew G. Norton Co. is a corporation organized under the laws of the State of Washington. Item 2 (d). Title of Class of Securities: Common Stock, par value $1.00 per share Item 2 (e). CUSIP Number: 3219OE102 Item 3. If this Statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (a) Broker or dealer registered under Section 15 of the Exchange Act; (b) Bank as defined in Section 3(a)(6) of the Exchange Act; (c) Insurance company as defined in Section 3(a)(19) of the Exchange Act; (d) Investment company registered under Section 8 of the Investment Company Act; (e) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); Page 3 of 5 (h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. |x| Item 4. Ownership (a) Amount Beneficially Owned: 926,597 shares (1) (b) Percent of Class: 19.8% (2) (c) Number of Shares as to which Such Person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or to direct the vote 926,597(1) (iii) sole power to dispose or to direct the disposition of 0 (iv) shared power to dispose or to direct the disposition of 926,597(1) Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following |_| Item 6. Ownership of More Than Five Percent on Behalf of Another Person Not Applicable. 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 Group Not Applicable. - ----------- 1 Directly owned by MGN Group LLC. Matthew G. Norton Co. is the sole shareholder of MGN Group LLC and may be deemed to have shared voting and dispositive power with respect to such shares. 2 Based upon 4,671,286 shares ofIssuer Common Stock outstanding as reported by the Issuer as of June 30, 2000 in the Issuer's Quarterly Report filed on Form 10-Q (File No. 000-28261). Page 4 of 5 Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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. SIGNATURES 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. DATED: August 30, 2000. MATTHEW G. NORTON CO. By: /s/ Erik J. Anderson ----------------------------- Erik J. Anderson, President Page 5 of 5 -----END PRIVACY-ENHANCED MESSAGE-----