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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 (Commission File Number) (IRS Employer
jurisdiction 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.
As previously disclosed, 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.
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 transaction
will consist of approximately $1.4 billion in cash and approximately 92.3
million shares of Washington Mutual common stock, representing approximately
28.5% and 71.5%, respectively, of the current value of the aggregate merger
consideration (not including merger consideration relating to Dime employee
stock options initially valued at $177 million). To the extent that the number
of Dime shares outstanding changes as a result of, for example, the exercise of
options, the aggregate number of shares of Washington Mutual common stock to be
issued will change accordingly but the aggregate cash consideration to be paid
will not change.
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
common share, the average five-day price for Washington Mutual common shares
prior to announcement of the Merger. If the average closing stock price of
Washington Mutual common stock for the ten consecutive full trading days ending
on the tenth business day prior to the closing date (the "Measurement Period")
were to equal $38.89 per share, Dime stockholders could choose to receive, for
each Dime share they own, either Washington Mutual common shares at a 1.05
exchange ratio or $40.84 per share in cash, subject to proration. If, however,
the average Washington Mutual common stock price during the Measurement Period
does not equal $38.89, the exchange ratio and the per share value of the cash
consideration will each be adjusted so that the per share value of the stock
consideration and the per share value of the cash consideration remain equal.
The value of the merger consideration per Dime share will equal the sum of
- an amount equal to (i) the average of the closing stock prices for
Washington Mutual's common stock during the Measurement Period times
(ii) 1.05 times (iii) 0.715341 (which represents the stock portion
of the aggregate merger consideration), plus
- $40.8366 times 0.284659 (which represents the cash portion of the
aggregate merger consideration).
The exchange ratio per Dime share will be equal to the per share
consideration value determined pursuant to the preceding sentence divided by the
average Washington Mutual common stock price during the Measurement Period. The
outcome of the per share consideration adjustment and the cash/stock election
procedure will not change the aggregate number of Washington Mutual shares
(except as noted above to the extent that there is a change
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in the number of Dime shares outstanding) or the aggregate amount of cash to be
paid by Washington Mutual. Potential adjustments to the per share merger
consideration are illustrated below.
WM PRE- AGGREGATE VALUE OF
CLOSING PERCENTAGE AGGREGATE VALUE OF AGGREGATE CASH STOCK
AVERAGE CHANGE IN CASH CON- STOCK CON- CONSIDER- CONSIDER- CONSIDER- IMPLIED
STOCK WM STOCK SIDERATION SIDERATION ATION ATION PER ATION PER EXCHANGE
PRICE(1) PRICE(2) ($MM) ($MM) (3) ($MM) (3) DIME SHARE(4) DIME SHARE(4) RATIO(4)
-------- ---------- ---------- ---------- --------- ---------- ------------- --------
$48.6150 +25% $1,429 $4,488 $5,917 $48.1396 $48.1396 0.9902x
46.6704 +20 1,429 4,309 5,738 46.6790 46.6790 1.0002
44.7258 +15 1,429 4,129 5,558 45.2184 45.2184 1.0110
42.7812 +10 1,429 3,950 5,379 43.7578 43.7578 1.0228
40.8366 +5 1,429 3,770 5,199 42.2972 42.2972 1.0358
38.8920 - 1,429 3,591 5,020 40.8366 40.8366 1.0500
36.9474 -5 1,429 3,411 4,840 39.3760 39.3760 1.0657
35.0028 -10 1,429 3,232 4,661 37.9154 37.9154 1.0832
33.0582 -15 1,429 3,052 4,481 36.4548 36.4548 1.1028
31.1136 -20 1,429 2,872 4,301 34.9942 34.9942 1.1247
29.1690 -25 1,429 2,693 4,122 33.5336 33.5336 1.1496
(1) Average closing stock price of Washington Mutual common stock during the
Measurement Period.
(2) Percentage difference between average Washington Mutual common stock
price during the Measurement Period and $38.8920, which was the average
closing stock price for Washington Mutual common stock for the five
trading days prior to announcement of the transaction.
(3) Aggregate stock consideration valued using the pre-closing average stock
price for Washington Mutual common stock during the Measurement Period
(see column 1) and assuming that 92,321,144 shares of Washington Mutual
common stock will be issued in the transaction (not including merger
consideration relating to Dime employee stock options).
(4) Stock consideration per Dime share and cash consideration per Dime
share valued using the pre-closing average stock price for Washington
Mutual common stock during the Measurement Period (see column 1).
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. A
copy of the Merger Agreement is included herein as Exhibit 2.1 and is
incorporated herein by reference.
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
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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, for the right to receive the same
consideration that would have been available to Warburg in the Merger if it had
owned 7,903,073 shares of Dime common stock (in lieu of the warrants) and
(2) to vote the 13,607,664 shares of Dime common stock held by Warburg in favor
of the Merger. A copy of the Warrant Purchase and Voting Agreement is included
herein as Exhibit 99.1 and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of June 25, 2001, by
and between Washington Mutual, Inc. and Dime Bancorp, Inc.
99.1 Warrant Purchase and Voting Agreement, dated as of June 25,
2001, among Washington Mutual, Inc., 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.
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: July 5, 2001.
WASHINGTON MUTUAL, INC.
By /s/ FAY L. CHAPMAN
-----------------------------------
Fay L. Chapman
Senior Executive Vice President and
General Counsel
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger by and between
Washington Mutual, Inc. and Dime Bancorp, Inc.
99.1 Warrant Purchase and Voting Agreement among
Washington Mutual, Inc., 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.