-----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, TKlBudtDHjjjpsN91JZOVoc+kFaB1U3yXWJgsssS370UmADv2ey2WecD0QWEPVKa J9m0NHrE87XMC9pADkxqig== 0000927087-98-000150.txt : 19981204 0000927087-98-000150.hdr.sgml : 19981204 ACCESSION NUMBER: 0000927087-98-000150 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WASHINGTON MUTUAL INC CENTRAL INDEX KEY: 0000933136 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 911653725 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: SEC FILE NUMBER: 001-14667 FILM NUMBER: 98763411 BUSINESS ADDRESS: STREET 1: 1201 THIRD AVENUE STREET 2: SUITE 1500 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2064612000 MAIL ADDRESS: STREET 1: 1201 THIRD AVE STREET 2: SUITE 1500 CITY: SEATTLE STATE: WA ZIP: 98101 8-A12B 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OFCERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 WASHINGTON MUTUAL, INC. (Exact name of registrant as specified in its charter) Washington 91-1653725 (State of incorporation or organization) (I.R.S. Employer Identification No.) 1201 Third Avenue, Suite 1500, Seattle, WA 98101 (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which To be so registered each class is to be registered Common Stock Purchase Rights New York Stock Exchange with respect to Common Stock, No Par Value Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Class) Item 1. Description of Registrant's Securities to be Registered Common Stock Purchase Rights Washington Mutual, Inc. (the "Company" or "Registrant") has adopted a shareholder rights plan (the "Washington Mutual Rights Plan") which provides that one right to purchase an additional share of the Company's Common Stock (a "Washington Mutual Right" and, collectively, the "Washington Mutual Rights") is attached to each outstanding share of the Company's Common Stock. The Washington Mutual Rights are not exercisable until the tenth day after a party acquires beneficial ownership of 20% or more of the outstanding shares of the Company's Common Stock or commences or publicly announces for the first time a tender offer to do so. Each Washington Mutual Right entitles the holder to purchase one share of the Company's Common Stock for an exercise price that is currently $17.78 per share. In the event, among certain other specified events, that an acquiring party thereafter gains control of 30% or more of the outstanding shares of the Company's Common Stock, any Washington Mutual Rights held by such party will be void and, for the next 60 days, all other holders of Washington Mutual Rights are entitled to receive that number of shares of the Company's Common Stock having a market value of two times the exercise price of each Washington Mutual Right. The Washington Mutual Rights, which expire on October 26, 2000, may be redeemed by the Company prior to becoming exercisable for $0.0044 per Right. Until a Washington Mutual Right is exercised, the holder of that Washington Mutual Right will have no rights as a shareholder of the Company, including, without limitation, the right to vote or receive dividends. Item 2. Exhibits 1 Rights Agreement dated as of October 16, 1990 (incorporated by reference from Registrant's Form 8-K filed on November 29, 1994). 2. All exhibits required by Instruction II to Item 2 will be supplied to the New York Stock Exchange. SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. WASHINGTON MUTUAL, INC. Date: December 2, 1998 By /s/ Fay L. Chapman Fay L. Chapman Executive Vice President and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----