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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: JUNE 25, 2001
(Date of earliest event reported)
WASHINGTON MUTUAL, INC.
(Exact name of registrant as specified in its charter)
WASHINGTON 1-14667 91-1653725
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1201 THIRD AVENUE, SEATTLE, WASHINGTON 98101
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (206) 461-2000
NOT APPLICABLE
(Former name or former address, if changed since last report)
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Item 5. Other Events.
THE MERGER
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On June 25, 2001, Washington Mutual, Inc. ("Washington Mutual")
announced that it had entered into a definitive Agreement and Plan of Merger
with Dime Bancorp, Inc. ("Dime"), dated as of June 25, 2001 (the "Merger
Agreement"), pursuant to which Dime will merge with and into Washington Mutual
(the "Merger"). Washington Mutual will continue as the surviving corporation. A
copy of the press release jointly issued by Washington Mutual and Dime
announcing the Merger (the "Merger Release") is included herein as Exhibit 99(a)
and is incorporated into this Item 5 by reference.
As a result of the Merger, each outstanding share of Dime common stock
will be converted into the right to receive merger consideration as provided for
in the Merger Agreement. The aggregate consideration paid in the Merger will
consist of approximately $1.4 billion in cash and approximately 92.3 million
shares of Washington Mutual common stock. The transaction initially values
Dime's common stock at $40.84 per share, based on a 1.05 exchange ratio and a
price of $38.89 per Washington Mutual share, the average five-day price for
Washington Mutual shares prior to announcement of the Merger. If the stock price
of Washington Mutual were to equal $38.89 per share during a ten-day measuring
period prior to closing, Dime stockholders could choose to receive Washington
Mutual shares at a 1.05 exchange ratio or $40.84 per share in cash, subject to
proration. If, however, the average stock price of Washington Mutual during the
pre-closing measuring period does not equal $38.89, the exchange ratio and the
value of the cash consideration will each be adjusted (upward or downward) so
that the value of the stock consideration and the value of the cash
consideration remain equal. The outcome of the per share consideration
adjustment and the cash/stock election procedure will not change the aggregate
number of Washington Mutual shares or the aggregate amount of cash to be paid by
Washington Mutual.
The Merger is intended to constitute a reorganization under Section
368(a) of the Internal Revenue Code of 1986, as amended, and is to be accounted
for as a purchase. Consummation of the Merger is subject to customary
conditions.
In connection with the Merger Agreement, Washington Mutual and Warburg,
Pincus Equity Partners, L.P., Warburg, Pincus Netherlands Equity Partners I,
C.V., Warburg, Pincus Netherlands Equity Partners II, C.V. and Warburg, Pincus
Netherlands Equity Partners III, C.V. (collectively, "Warburg") entered into a
Warrant Purchase and Voting Agreement, dated as of June 25, 2001, pursuant to
which Warburg agreed (1) to sell to Washington Mutual, concurrently with the
closing of the Merger, the warrants held by Warburg to purchase shares of Dime,
based on the same consideration available to the holders of Dime common stock
and (2) to vote the shares of Dime common stock held by Warburg in favor of the
Merger.
On June 25, 2001, Washington Mutual intends to hold a presentation for
analysts and others regarding the Merger (the "Meeting"), which will be
accessible via conference call. At the meeting, certain financial and other
information relating to the Merger will be presented (the "Merger Presentation
Materials"). The Merger Presentation Materials are included as Exhibit
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99(b) to this report and are incorporated into this Item 5 by reference.
Information regarding the Meeting is included in the Merger Release.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits:
99(a) The Merger Release
99(b) The Merger Presentation Materials
* * *
The Merger Release, the Merger Presentation Materials and any
statements made by Washington Mutual during the Meeting and during any other
conference call/webcast may contain, among other things, certain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements include, but are not limited to, (i)
statements about the benefits of the merger between Washington Mutual and Dime,
including future financial and operating results, cost savings, enhancements to
revenue and accretion to reported earnings that may be realized from the merger;
(ii) statements about Washington Mutual's plans, objectives, expectations and
intentions and other statements contained in this presentation that are not
historical facts; and (iii) other statements identified by words such as
"expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates"
or words of similar meaning. These forward-looking statements are based upon the
current beliefs and expectations of Washington Mutual's and Dime's management
and are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our control. In
addition, these forward-looking statements are subject to assumptions with
respect to future business strategies and decisions that are subject to change.
Actual results may differ materially from the anticipated results discussed in
these forward-looking statements.
The following factors, among others, could cause actual results to
differ materially from the anticipated results or other expectations expressed
in the forward-looking statements: (1) the businesses of Washington Mutual and
Dime may not be combined successfully, or such combination may take longer to
accomplish or be more difficult, time-consuming or costly than expected; (2) the
expected growth opportunities and cost savings from the merger may not be fully
realized or may take longer to realize than expected; (3) operating costs,
customer losses and business disruption following the merger, including adverse
effects on relationships with employees, may be greater than expected; (4)
governmental approvals of the merger may not be obtained, or adverse regulatory
conditions may be imposed in connection with governmental approvals of the
merger; (5) the stockholders of Dime may fail to approve the merger; (6) adverse
governmental or regulatory policies may be enacted; (7) the interest rate
environment may further compress margins and adversely affect net interest
income; (8) the risk of continued diversification of assets and adverse changes
to credit quality; (9) competition from other
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financial services companies in Washington Mutual's and Dime's markets; (10) the
concentration of Washington Mutual's operations in California may adversely
affect results if the California economy or real estate market declines; and
(11) the risk of an economic slowdown that would adversely affect credit quality
and loan originations. Additional factors that could cause actual results to
differ materially from those expressed in the forward-looking statements are
discussed in Washington Mutual's and Dime's reports (such as Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed
with the Securities and Exchange Commission and available at the SEC's Internet
site (http://www.sec.gov).
Washington Mutual cautions that the foregoing list of factors is not
exclusive. All subsequent written and oral forward-looking statements concerning
the proposed transaction or other matters attributable to Washington Mutual or
any person acting on its behalf are expressly qualified in their entirety by the
cautionary statements above. Washington Mutual does not undertake any obligation
to update any forward-looking statement to reflect circumstances or events that
occur after the date the forward-looking statements are made.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: June 25, 2001.
WASHINGTON MUTUAL, INC.
By /S/ FAY L. CHAPMAN
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Fay L.Chapman
Senior Executive Vice President and
General Counsel
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
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99(a) The Merger Release.
99(b) The Merger Presentation Materials.