UNITED STATES
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) November 27, 2007
(November 21, 2007)
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Washington Federal, Inc.
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(Exact name of registrant as specified in its charter)
Washington 0-25454 91-1661606
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
425 Pike Street, Seattle, Washington 98101
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (206) 624-7930
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Not Applicable
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(Former name, former address and former fiscal year, if 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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events
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Regulatory Application
In connection with the previously announced proposed acquisition of First
Mutual Bancshares, Inc. ("First Mutual") by Washington Federal, Inc.
("Washington Federal"), Washington Federal filed an application (the
"Application") with the Office of Thrift Supervision ("OTS"), its primary
regulator, for approval of such acquisition. The OTS informed
Washington Federal on November 21, 2007 that the OTS had deferred
processing of the Application in order to permit the OTS to assess
the impact on the Application of regulatory compliance related findings
from the OTS' regular examination in August 2007 of Washington Federal
Savings and Loan Association, a federally chartered savings institution
and wholly owned subsidiary of Washington Federal ("Washington Federal
Savings"). Washington Federal Savings is actively working with the OTS
to address the compliance matters raised in the OTS examination.
While Washington Federal currently anticipates that the acquisition of
First Mutual will be consummated in the first quarter of calendar 2008,
no assurances can be given as to when or whether the OTS will approve
the Application.
Election Results for Merger Consideration
The results of elections made by the stockholders of First Mutual
regarding their preferences as to the form of merger consideration they
will receive in the pending acquisition of First Mutual by Washington
Federal is set forth below. The election deadline for First Mutual
stockholders to have made merger consideration elections in connection
with the proposed merger expired at 5:00 p.m., Pacific time, on
November 9, 2007.
Of the 6,697,628 shares of First Mutual common stock outstanding as
of November 9, 2007:
4,408,245 shares, or 66%, elected to receive cash;
1,941,707 shares, or 29%, elected to receive Washington Federal
common stock;
326,426 shares, or 5%, did not make a valid election; and
21,250 shares made a "no election".
The actual merger consideration, and the allocation of the merger
consideration, will be computed using the procedures in the merger
agreement and will be based on, among other things, the actual
number of shares of First Mutual common stock outstanding immediately
prior to the closing date and the value of Washington Federal common
stock during the ten trading days period ending on the fifth business
day prior to the effective time of the merger. The allocation and
pro ration procedures set forth in the merger agreement are intended
to ensure that 50% of the aggregate value of the merger consideration
is paid in the form of shares of Washington Federal common stock,
with the remaining 50% of the aggregate merger consideration to be
paid in cash. The aggregate amount of cash that will be paid in
the merger is fixed at $90,492,745.50.
A more complete description of the merger consideration and the
allocation procedures applicable to elections and the payment of
consideration is contained in the proxy statement/prospectus
dated September 5, 2007, mailed to First Mutual stockholders of
record on or about September 10, 2007. First Mutual stockholders
are urged to read the proxy statement/prospectus carefully and
in its entirety. Copies of the proxy statement/prospectus may
be obtained for free by following the instructions below
under "Additional Information About the Washington Federal
First Mutual Transaction." The proposed merger remains subject
to the satisfaction of certain conditions contained in the
merger agreement, including regulatory approval.
Additional Information About the Washington Federal
First Mutual Transaction
First Mutual stockholders are urged to read the proxy
statement/prospectus regarding the proposed merger of Washington
Federal and First Mutual, which was first mailed to First Mutual
stockholders on or about September 10, 2007, because it contains
important information. They may obtain a free copy of the proxy
statement/prospectus and other related documents filed by
Washington Federal and First Mutual with the Securities and
Exchange Commission ("SEC") at the SEC's Web site at www.sec.gov.
The proxy statement/prospectus and the other documents also may
be obtained for free by accessing Washington Federal's Web site
at www.washingtonfederal.com or by accessing First Mutual's
Web site at www.firstmutual.com.
Forward-looking Statements
Statements contained herein that are not historical facts should
be considered forward-looking statements with respect to
Washington Federal or First Mutual. Forward-looking statements
of this type speak only as of the date of this report. By nature,
forward-looking statements involve inherent risk and uncertainties.
Various factors, including, but not limited to, unforeseen local,
regional, national or global events, economic conditions, asset
quality, interest rates, loan demand, changes in business or
consumer spending, borrowing or savings habits, deposit
growth, adequacy of the reserve for loan losses, competition,
stock price volatility, government monetary policy, anticipated
expense levels, changes in laws and regulations, the level of
success of the company's asset/liability management strategies as
well as its marketing, product development, sales and other
strategies, the effect of changes in accounting policies and
practices, as may be adopted by the regulatory agencies
as well as the Financial Accounting Standards Board and other
accounting standard setters, the costs and effects of litigation
and of unexpected or adverse outcomes in such litigation,
matters related to the proposed transaction between Washington
Federal and First Mutual (including, among others, risks related
to integration issues and cost and revenue synergies) and
changes in the assumptions used in making the forward-looking
statements, could cause actual results to differ materially
from those contemplated by the forward-looking statements.
Washington Federal and First Mutual undertake no obligation
to update or revise forward-looking statements to reflect
subsequent circumstances, events or information or for any
other reason.
SIGNATURES
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 hereunto duly authorized.
WASHINGTON FEDERAL, INC.
Dated: November 27, 2007 By: /s/ Brent J. Beardall
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Brent J. Beardall
Executive Vice President and
Chief Financial Officer