-----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, H9/ibjcpLVnSwm329c3Hya7BnxvelIycjTz1ncfHYcx4I5PX8M3dC2mKCwzrCedd ric5jor08AR60m2nduoZow== 0000897423-02-000183.txt : 20021219 0000897423-02-000183.hdr.sgml : 20021219 20021219163842 ACCESSION NUMBER: 0000897423-02-000183 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20021218 FILED AS OF DATE: 20021219 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WASHINGTON MUTUAL INC CENTRAL INDEX KEY: 0000933136 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 911653725 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14667 FILM NUMBER: 02863362 BUSINESS ADDRESS: STREET 1: 1201 THIRD AVE STREET 2: STE 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 REPORTING-OWNER: COMPANY DATA: COMPANY CONFORMED NAME: CRANDALL J TAYLOR CENTRAL INDEX KEY: 0000911380 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] RELATIONSHIP: DIRECTOR STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 BUSINESS ADDRESS: STREET 1: 2775 SAND HILL RD STREET 2: SUITE 220 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6502340517 MAIL ADDRESS: STREET 1: 2775 SAND HILL RD STREET 2: SUITE 220 CITY: MENLO PARK STATE: CA ZIP: 94025 4 1 wamuform4.htm Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

OMB APPROVAL

    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of 
the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person*

Crandall, J.  Taylor

2. Issuer Name and Ticker or Trading Symbol

Washington Mutual, Inc. (WM)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)

 X  Director                                       10% Owner
      Officer (give title below)            Other (specify below)

 

(Last)      (First)     (Middle)

201 Main Street, Suite 3100

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 


4. Statement for
Month/Day/Year
December 18, 2002

(Street)

Fort Worth, Texas 76102

5. If Amendment,
Date of Original
(Month/Day/Year)
 
7. Individual or Joint/Group Filing (Check Applicable Line)
  X   Form filed by One Reporting Person
        Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Common Stock, no par value

12/18/02  

G

14,000

D

N/A 

See Below

D

 

Common Stock, no par value

 12/18/02

 

G

2,800

 

D

N/A 

 

842,974 (1)

 

D

 

Common Stock, no par value

N/A

 

N/A

N/A

N/A

 

N/A

N/A 

 

775,000 

 

 I

 By: Oak Hill Strategic Partners, L.P. (2)

Common Stock, no par value

N/A

 

N/A

N/A 

N/A

 

N/A

N/A 

 

2,337,504 (3)

 

I

 

 By: Acadia Partners, L.P. (4)

Common Stock, no par value

N/A

 

N/A

N/A 

N/A

 

N/A

N/A 

 

31,775

 

I

 

 By: Acadia MGP, Inc. (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number

FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

  

  

  

  

  

    

    

  

  

  

  

  

    

  

  

    

                              
                              
                              

Explanation of Responses:

SEE CONTINUATION SHEET 

By: /s/ J. Taylor Crandall
             J. Taylor Crandall

**Signature of Reporting Person


December 19, 2002

Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 

<PAGE>

CONTINUATION SHEET TO FORM 4



Name and Address of Reporting Person:


J. Taylor Crandall
201 Main Street, Suite 3100
Fort Worth, Texas 76102

Issuer Name and Ticker or Trading Symbol:

Washington Mutual, Inc. (WM)

Date of Event Requiring Statement:

December 18, 2002

   



Explanation of Responses:

(1) Includes 124,713 shares (adjusted for stock splits) held in escrow for the benefit of Keystone Holdings Partners, L.P. ("KH Partners") and its transferees pursuant to the merger agreement dated July 21, 1996, as amended November 1, 1996, by and among the Issuer, KH Partners, Keystone Holdings, Inc. and certain of its subsidiaries (the "Merger Agreement"). Pursuant to the Merger Agreement, 11,682,000 shares of the Common Stock (adjusted for stock splits) were placed in escrow pending the outcome of certain litigation between Keystone Holdings, Inc. and the United States of America. Pursuant to the escrow, KH Partners and its transferees have the sole right to vote such Common Stock while it is in escrow. J. Taylor Crandall ("Crandall"), as a limited partner of KH Partners, may be deemed to be the beneficial owner of such shares of the Common Stock as to which voting rights have been distributed to him. The reporting of the escrow shares shall not be deemed an admission that the Reporting Person has a pecuniary interest therein.

(2) The Reporting Person is the sole shareholder of Strategic Genpar, Inc., which is the sole general partner of FW Strategic Asset Management, L.P., which is the sole general partner of Oak Hill Strategic Partners, L.P. ("Oak Hill"), which is the direct beneficial owner of 775,000 shares of the common stock of the Issuer reported herein. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, the Reporting Person is deemed to be the beneficial owner of the shares beneficially owned by  Oak Hill only to the extent of the greater of his direct or indirect interest in the profits or capital account of Oak Hill. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities beneficially owned by  Oak Hill in excess of such amount.

(3) Represents shares held in escrow for the benefit of KH Partners and its transferees pursuant to the Merger Agreement (see footnote 1 above). KH Partners has distributed such voting rights to its partners in accordance with their sharing percentages, and Acadia Partners, L.P. ("Acadia"), as a limited partner of KH Partners, may therefore be deemed to be the beneficial owner of such shares of the Common Stock as to which voting rights have been distributed to it.

(4) Crandall is the president and sole stockholder of Acadia MGP, Inc. ("Acadia MGP"), which is the managing general partner of Acadia FW Partners, L.P. ("Acadia FW"), which in turn is the sole general partner of Acadia. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Act, Crandall is deemed to be the beneficial owner of the shares beneficially owned by Acadia and Acadia FW only to the extent of the greater of his direct and indirect interest in the profits or capital account of Acadia and Acadia FW. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that any of Crandall, Acadia MGP, or Acadia FW is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by Acadia in excess of such amount.














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