-----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, MsK2WywEkSrTZRU2keGR3ra0Zt4BKCRBbzPVHu5QuC8BwQ6FmSRb+nc3SveLGVX9 oAK9WENsz0lpPxF+zXV3cw== 0000903423-08-000537.txt : 20080702 0000903423-08-000537.hdr.sgml : 20080702 20080702114405 ACCESSION NUMBER: 0000903423-08-000537 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080624 FILED AS OF DATE: 20080702 DATE AS OF CHANGE: 20080702 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 1301 SECOND AVENUE CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 206-461-2000 MAIL ADDRESS: STREET 1: 1301 SECOND AVENUE CITY: SEATTLE STATE: WA ZIP: 98101 FORMER COMPANY: FORMER CONFORMED NAME: WASHINGTON MUTUAL INC DATE OF NAME CHANGE: 19941123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COULTER JAMES G CENTRAL INDEX KEY: 0001099776 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14667 FILM NUMBER: 08932317 BUSINESS ADDRESS: STREET 1: 345 CALIFORNIA SHEET STREET 2: SUITE 3300 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4157431500 MAIL ADDRESS: STREET 1: 345 CALIFORNIA STREET STREET 2: SUITE 3300 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TPG Advisors VI, Inc. CENTRAL INDEX KEY: 0001433038 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14667 FILM NUMBER: 08932319 BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TPG Olympic Advisors, Inc. CENTRAL INDEX KEY: 0001433039 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14667 FILM NUMBER: 08932318 BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 3 1 advisorsvi-wamuf3_0628ex.xml X0203 3 2008-06-24 0 0000933136 WASHINGTON MUTUAL, INC WM 0001433038 TPG Advisors VI, Inc. C/O TPG CAPITAL L.P. 301 COMMERCE STREET SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0001433039 TPG Olympic Advisors, Inc. 301 COMMERCE STREET SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0001099776 COULTER JAMES G 301 COMMERCE STREET SUITE 3300 FORT WORTH TX 76102 0 0 1 0 Common Stock, no par value 822857 I See Explanation of Responses Common Stock, no par value 47458 I See Explanation of Responses Common Stock, no par value 328768 D Series T Preferred Stock 8.75 Common Stock 320000 I See Explanation of Responses Series T Preferred Stock 8.75 Common Stock 227428571 I See Explanation of Responses Warrant 10.06 2008-06-24 2013-04-11 Common Stock 285714 I See Explanation of Responses Warrant 10.06 2008-06-24 2013-04-14 Common Stock 56857143 I See Explanation of Responses James G. Coulter is an officer, director and shareholder of each of TPG Advisors VI, Inc. ("Advisors VI") and TPG Olympic Advisors, Inc. ("Olympic Advisors" and, together with Mr. Coulter and Advisors VI, the "Reporting Persons"). Advisors VI is the general partner of TPG GenPar VI, L.P., which in turn is the general partner of TPG Partners VI, L.P. ("Partners VI"). Olympic Advisors is the general partner of TPG Olympic GenPar, L.P., which in turn is the general partner of Olympic Investment Partners, L.P. ("Olympic Partners"). Each of Partners VI and Mr. Coulter directly holds 822,857 and 328,768, respectively, of the shares of Common Stock of Washington Mutual, Inc. ("Issuer") reported herein. Partners VI directly holds 28 shares of Issuer's Series T Contingent Convertible Perpetual Non-Cumulative Preferred Stock ("Series T Preferred Stock") convertible into 320,000 shares of Issuer's Common Stock and a warrant certificate of the Issuer ("Warrant" and, together with Series T Preferred Stock and Issuer's Common Stock, the "Securities") exercisable to acquire 285,714 shares of Issuer's Common Stock, each reported herein. Olympic Partners directly holds 19,900 shares of Series T Preferred Stock convertible into 227,428,571 shares of Issuer's Common Stock and a Warrant exercisable to acquire 56,857,143 shares of Issuer's Common Stock, each reported herein. Because of the Reporting Persons' respective relationship to each of Partners VI and Olympic Partners, Mr. Coulter may be deemed to beneficially own the Securities directly held by Partners VI and Olympic Partners; Advisors VI may be deemed to beneficially own the Securities directly held by Partners VI; and Olympic Advisors may be deemed to beneficially own the Securities directly held by Olympic Partners, in each case to the extent of the greater of their respective pecuniary interests in the profits or capital accounts of each of Partners VI and Olympic Partners. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any Securities in excess of such amounts, respectively. Series T Preferred Stock will automatically convert into Issuer's Common Stock at an initial conversion price of $8.75 per share on June 30, 2008. The conversion price is subject to certain full-ratchet anti-dilution provisions and other customary anti-dilution provisions, as specified in the relevant Articles of Amendment to Issuer's Amended and Restated Articles of Incorporation and the investment agreement, dated April 7, 2008, previously filed with the Securities and Exchange Commission (the "SEC") (File No. 001-14667). In connection with the purchase of Series T Preferred Stock, Partners VI and Olympic Partners were each issued a Warrant with issuance dates of April 11, 2008 and April 14, 2008, respectively. The Warrants can be exercised at any time, in whole or in part, until the fifth anniversary of their issuance, to purchase Issuer's Common Stock at a price per share equal to $10.06. The exercise price is subject to certain full-ratchet anti-dilution provisions and other customary anti-dilution provisions, as specified in the relevant Certificate of Warrant. Mr. Coulter is a limited partner of Keystone Holdings Partners, L.P. ("KH Partners"). Mr. Coulter has been granted voting rights over 47,458 shares of Issuer's Common Stock held in escrow for the benefit of KH Partners. Because of his relationship to KH Partners, Mr. Coulter may be deemed to beneficially own such shares of Common Stock held in escrow for the benefit of KH Partners, over which voting rights have been distributed to Mr. Coulter, to the extent of the greater of his pecuniary interest in the profits or capital accounts of KH Partners. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that Mr. Coulter is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any Common Stock in excess of such amounts. (7) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. (8) Clive D. Bode is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated August 31, 2006, which was previously filed with the SEC. /s/ Clive D. Bode, Vice President and Secretary, TPG Advisors VI, Inc. (7) 2008-07-02 /s/ Clive D. Bode, Vice President and Secretary, TPG Olympic Advisors, Inc. (7) 2008-07-02 /s/ Clive D. Bode, on behalf of James G. Coulter (7) (8) 2008-07-02 -----END PRIVACY-ENHANCED MESSAGE-----