SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) December 21, 2001
WASHINGTON MUTUAL, INC.
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(Exact name of registrant as specified in its charter)
Washington 1-14667 91-1653725
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
1201 Third Avenue
Seattle, Washington 98101
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (206) 461-2000
Item 9. Regulation FD Disclosure.
Registrant issued the following press release on December 21, 2001.
Washington Mutual Receives Regulatory Approval of Dime Acquisition
SEATTLE - Washington Mutual, Inc. (NYSE: WM) today announced receipt from
the Office of Thrift Supervision (OTS) of approval of the company's acquisition
of Dime Bancorp Inc. (NYSE: DME) through the merger of Dime Bancorp with and
into Washington Mutual. The merger is scheduled to close on Jan. 4, 2002.
Dime stockholders may elect to receive the merger consideration in the form
of Washington Mutual stock, cash or a combination of both. Based on calculations
described in the merger agreement, the merger consideration per share of Dime
common stock will be either $35.0884 in cash, or an exchange ratio of 1.1232
shares of Washington Mutual common stock for each Dime share, or a combination
of both based on the allocation resulting from the elections made by all Dime
stockholders. Dime registered stockholders who want to receive cash in the
merger must return their election forms by 5:00 p.m. EST, Jan. 3, 2002. The
final allocations of cash and Washington Mutual common stock to be received by
each Dime stockholder will be announced by Jan. 10, 2002.
Dime's litigation tracking warrants will remain outstanding but become
exercisable for shares of Washington Mutual common stock instead of Dime shares.
Dime stockholders and holders of Dime litigation tracking warrants may find
more information about the merger by accessing www.dime.com online and clicking
on the button titled "Washington Mutual Dime Bancorp merger update."
In connection with its merger with Dime, Washington Mutual recently
established a ten-year, $375 billion community commitment which targets funding
to low- and moderate-income borrowers, and minority borrowers, as well as direct
investments and other forms of support in communities where the company
operates, including the greater metropolitan New York area. One of the largest
community commitments of its kind, the ten-year pledge will be implemented with
the assistance and support of a variety of non-profit community partners.
With a history dating back to 1889, Washington Mutual is a national
financial services company that provides a diversified line of products and
services to consumers and small- to mid-sized businesses. At Sept. 30, 2001,
Washington Mutual and its subsidiaries had consolidated assets of $223.64
billion. Washington Mutual currently operates approximately 2,300 consumer
banking, mortgage lending, commercial banking, consumer finance and financial
services offices throughout the nation. Washington Mutual's press releases are
available at www.wamu.com.
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Media Contacts: Libby Hutchinson Tom Ducca
Washington Mutual Dime
206.461.2484 212.326.6962
libby.hutchinson@wamu.net Duccat@dime.com
Investor Contacts: Ruthanne King Bill Burns
Washington Mutual Dime
206.461.6421 212.326.6127
ruthanne.king@wamu.net BurnsW@dime.com
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, thereto duly authorized.
WASHINGTON MUTUAL, INC.
By: /s/ Fay L. Chapman
Fay L. Chapman
Senior Executive Vice President and
General Counsel
Date: December 26, 2001