UNITED STATES SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 15, 2006
WASHINGTON MUTUAL, INC.
(Exact name of registrant as specified in its charter)
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| Washington
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1-4661
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91-1653725 |
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
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| 1301 Second Avenue
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1201 Third Avenue |
| Seattle, WA 98101
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206-461-2000
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Seattle, WA 98101 |
| (Address of principal executive
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(Registrant’s telephone number,
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(Former name or former address, if |
| offices, including zip code)
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including area code)
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changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instructions A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Solicitation material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Section 3 – Securities and Trading Markets
Item 3.03 Material Modifications to Rights of Securities Holders.
Upon issuance of the Series K Preferred Stock (defined and referred to in Item 5.03
below and based upon the terms more fully described in the Articles of Amendment attached hereto as
Exhibit 4.1) by Washington Mutual, Inc., a Washington corporation (the “Company”) on September 18,
2006, the Company’s ability to declare or pay dividends on, or to redeem, purchase or acquire its
common stock or any preferred stock ranking junior to the Series K Preferred Stock became subject
to certain restrictions in the event that the Company does not declare dividends on the Series K
Preferred Stock during any dividend period. The applicable restrictions are contained in the
Articles of Amendment.
Section 5 – Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 15, 2006, the Company filed Articles of Amendment with the Washington Secretary
of State for the purpose of amending its Articles of Incorporation to establish the preferences,
limitations, voting powers and relative rights of its Series K Perpetual Non-Cumulative Floating
Rate Preferred Stock, no par value and with a liquidation preference of $1,000,000 per share (the
“Series K Preferred Stock”). The Articles of Amendment became effective with the Washington
Secretary of State upon close of business on September 15, 2006. A copy of the Articles of
Amendment is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
Section 8 – Other Events
Item 8.01 Other Events.
On September 18, 2006, the Company closed the sale of 20,000,000 Depositary Shares with each
Depositary Share representing a 1/40,000th ownership interest in a share of the
Company’s Series K Preferred Stock, which were registered pursuant to a registration statement on
Form S-3 (SEC File No. 333-130929) which became effective on January 9, 2006 (the “Registration
Statement”). The following documents are being filed with this report on Form 8-K and shall be
incorporated by reference into the Registration Statement: (i) an Underwriting Agreement dated
September 11, 2006, among the Company, UBS Securities LLC and the other Managing Underwriters
listed therein; (ii) Articles of Amendment of the Company filed with the Washington Secretary of
State on September 15, 2006; (iii) a form of certificate representing the Series K Preferred Stock
dated September 18, 2006; (iv) a Deposit Agreement dated September 18, 2006 among the Company,
Mellon Investor Services LLC, as Depositary and Registrar and the holders from time to time of the
Depositary Receipts described therein; and (v) a form of Depositary Receipt.
On September 18, 2006, in connection with the closing of the sale of the Depositary Shares
referenced above, the Company entered into a Replacement Capital Covenant (the “RCC”) whereby the
Company agreed for the benefit of certain of its debtholders named therein that it would not redeem
or repurchase shares of the Series K Preferred Stock, unless such repurchases or redemptions are
made from the proceeds of the issuance of certain qualified securities and pursuant to the other
terms and conditions set forth in the RCC. A copy of the RCC is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.