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 (Date of Earliest Event Reported) August 14, 2002
WASHINGTON MUTUAL, INC.
-------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Washington 1-14667 91-1653725
---------------------------- --------------------- --------------------
(State or other jurisdiction) (Commission File No.) (I.R.S. Employer
of Incorporation Identification No.)
1201 Third Avenue
Seattle, Washington 98101
-------------------------------------------------------------------------------
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (206) 461-2000
Item 9. Regulation FD Disclosure.
On August 14, 2002, Kerry K. Killinger, Chairman, President and
Chief Executive Officer and William A. Longbrake, Vice Chair,
Enterprise Risk Management and Chief Financial Officer of
Washington Mutual, Inc., made the following written statements,
under oath, pursuant to Section 21(a)(1) of the Securities
Exchange Act of 1934 (SEC File No. 4-460):
2
Statement Under Oath of Principal Executive Officer
Regarding Facts and Circumstances Relating to Exchange Act Filings
I, Kerry K. Killinger, Chairman, President and Chief Executive Officer
of Washington Mutual, Inc. ("Washington Mutual" or the "Company"), state and
attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of Washington Mutual, and, except as corrected or supplemented in a
subsequent covered report:
o no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy materials,
as of the date on which it was filed); and
o no covered report omitted a material fact necessary to make the
statements in the covered report, in light of the circumstances
under which they were made, not misleading as of the end of the
period covered by such report (or in the case of a report on Form
8-K or definitive proxy materials, as of the date on which it was
filed).
(2) I have reviewed the contents of this statement with the Company's
Audit Committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
o Annual Report on Form 10-K for the year ended December 31, 2001
of Washington Mutual;
o All reports on Form 10-Q, all reports on Form 8-K, and all
definitive proxy materials of Washington Mutual filed with the
Commission subsequent to the filing of the Form 10-K identified
above; and
o Any amendments to any of the foregoing.
/s/ Kerry K. Killinger Subscribed and sworn to
------------------------- before me this 14th day of
Kerry K. Killinger August, 2002.
Chairman, President and
Chief Executive Officer
August 14, 2002 /s/ Diane J. Werner
-------------------------------
Notary Public
My Commission Expires:
January 4, 2003
3
Statement Under Oath of Principal Financial Officer
Regarding Facts and Circumstances Relating to Exchange Act Filings
I, William A. Longbrake, Vice Chair, Enterprise Risk Management and
Chief Financial Officer of Washington Mutual, Inc. ("Washington Mutual" or the
"Company"), state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of Washington Mutual, and, except as corrected or supplemented in a
subsequent covered report:
o no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy materials,
as of the date on which it was filed); and
o no covered report omitted a material fact necessary to make the
statements in the covered report, in light of the circumstances
under which they were made, not misleading as of the end of the
period covered by such report (or in the case of a report on Form
8-K or definitive proxy materials, as of the date on which it was
filed).
(2) I have reviewed the contents of this statement with the Company's
Audit Committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
o Annual Report on Form 10-K for the year ended December 31, 2001
of Washington Mutual;
o All reports on Form 10-Q, all reports on Form 8-K, and all
definitive proxy materials of Washington Mutual filed with the
Commission subsequent to the filing of the Form 10-K identified
above; and
o Any amendments to any of the foregoing.
/s/ William A. Longbrake Subscribed and sworn to
-------------------------------------- before me this 14th day of
William A. Longbrake August, 2002.
Vice Chair, Enterprise Risk Management
and Chief Financial Officer
August 14, 2002 /s/ Diane J. Werner
-------------------------------
Notary Public
My Commission Expires:
January 4, 2003
4
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
Date: August 14, 2002
5