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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): March 30, 2009
WASHINGTON MUTUAL, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 1-14667
WASHINGTON 91-1653725
(State or other jurisdiction of (IRS Employer
incorporation) Identification No.)
1301 SECOND AVENUE
SEATTLE, WASHINGTON 98101
(Address of principal executive offices, including zip code)
(206) 461-2000
(Registrant's telephone number, including area code)
(Former name or former address, 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))
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ITEM 7.01 REGULATION FD DISCLOSURE
On March 30, 2009, Washington Mutual, Inc. (the "Company") and WMI
Investment Corp. (together with the Company, the "Debtors") filed their monthly
operating report for the period February 1, 2009 to February 28, 2009 (the
"Monthly Operating Report") with the United States Bankruptcy Court for the
District of Delaware (the "Court") (Case Number 08-12229 (MFW)). The Monthly
Operating Report is attached hereto as Exhibit 99.1 and is incorporated herein
by reference. This Current Report (including the exhibit hereto) will not be
deemed an admission as to the materiality of any information required to be
disclosed solely by Regulation FD.
The Monthly Operating Report may be available electronically, on the
internet website of the Debtors' claims agent, Kurtzman Carson Consultants, LLC,
at http://www.kccllc.net/.
Limitation on Incorporation by Reference
In accordance with General Instruction B.2 of Form 8-K, the
information in this Item 7.01 shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section, nor shall such
information be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such a filing.
Cautionary Statement Regarding Financial and Operating Data
The Company cautions investors and potential investors not to place
undue reliance upon the information contained in the Monthly Operating Report,
which was not prepared for the purpose of providing the basis for an investment
decision relating to any of the securities of the Company. The Monthly Operating
Report is limited in scope, covers a limited time period, and has been prepared
solely for the purpose of complying with the monthly reporting requirements of
the Court. The Monthly Operating Report was not audited or reviewed by
independent accountants, was not prepared in accordance with Generally Accepted
Accounting Principles in the United States, is in a format prescribed by
applicable bankruptcy laws, and is subject to future adjustment and
reconciliation. There can be no assurance that, from the perspective of an
investor or potential investor in the Company's securities, the Monthly
Operating Report is complete. The Monthly Operating Report also contains
information for periods which are shorter or otherwise different from those
required in the Company's reports pursuant to the Exchange Act, and such
information might not be indicative of the Company's financial condition or
operating results for the period that would be reflected in the Company's
financial statements or in its reports pursuant to the Exchange Act. Results set
forth in the Monthly Operating Report should not be viewed as indicative of
future results.
Cautionary Statement Regarding Forward-Looking Statements
The Current Report on Form 8-K and the exhibit hereto contain certain
statements that may be deemed to be forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are based on the Company's current plans,
expectations, estimates and management's beliefs about the Company's future
performance. Words such as "anticipates," "expects," "intends," "plans,"
"believes," "seeks," "estimates" or variations of such words and similar
expressions are intended to identify such forward-looking statements. These
statements are not guarantees of future performance and are subject to risks and
uncertainties that are difficult to predict and which may cause the Company's
actual results and performance to differ materially from those expressed or
forecasted in any such forward-looking statements. Some of these risks and
uncertainties are discussed in the Company's Annual Report on Form 10-K/A for
the fiscal year ended December 31, 2007 under "Factors that May Affect Future
Results." These risks include, among other factors, changes in business,
economic and market conditions, changes in government regulation, and changes in
the competitive environment in which the Company operates. Other risks that the
Company faces include, but are not limited to, the following: (i) the Company's
ability to obtain Court approval with respect to motions in the Chapter 11
proceeding prosecuted by it from time to time; (ii) risks associated with third
parties seeking and obtaining Court approval to convert the case to a Chapter 7
case; and (iii) the potential adverse impact of the Chapter 11 case on the
Company's liquidity or results of operations. Unless required by law, the
Company undertakes no obligation to update publicly any forward-looking
statements. However, readers should carefully review the statements set forth in
the reports, which the Company files from time to time with the Securities and
Exchange Commission, particularly its Current Reports on Form 8-K.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
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EX-99.1 Monthly Operating Report for the period February 1, 2009 to
February 28, 2009, filed with the United States Bankruptcy
Court for the District of Delaware.
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Signature(s)
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 MUTUAL, INC.
Date: March 30, 2009 By: /s/ John Maciel
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John Maciel
Chief Financial Officer
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