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): December 30,
2009
WASHINGTON
MUTUAL, INC.
(Exact
name of registrant as specified in its charter)
Commission
File Number: 1-14667
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WASHINGTON
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91-1653725
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(State or
other jurisdiction of incorporation)
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(IRS
Employer Identification
No.)
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1301
SECOND AVENUE
SEATTLE,
WASHINGTON 98101
(Address
of principal executive offices, including zip code)
(206)
432-8887
(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
7.01 Regulation FD Disclosure
On
December 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 November 1, 2009 to November 30, 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.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
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Exhibit
No.
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Description
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EX-99.1
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Monthly
Operating Report for the period November 1, 2009 to November 30, 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.
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WASHINGTON
MUTUAL, INC.
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Date: December
30, 2009
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By:
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/s/ John Maciel
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John
Maciel
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Chief
Financial Officer
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