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Docket #10701 Date Filed: 9/22/2012
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re
Chapter 11
WASHINGTON MUTUAL, INC., et al1
Case No. 08-12229 (MFW)
Debtors.
(JOINTLY ADMINISTERED)
Hearing Date: September 25, 2012, 9:30 a.m.
OREGON DEPARTMENT OF REVENUE’S SUPPLEMENTAL PRE-HEARING
SUBMISSIONS IN CONNECTION WITH THE NEXUS HEARING
I.
Pre-Hearing Objections to Debtors’ Exhibits
Oregon Department of Revenue (DOR) makes the following objections to WMI Liquidating
Trust’s Proposed Exhibits, and reserves the right to make additional objections as documents are
offered at the hearing:
WMILT X-1 Amended Oregon Corporation Excise Tax Return
For the Tax Year Ended December 31, 1999
No objection
No objection
No objection
No objection
No objection
No objection
WMILT X-7 Oregon Corporation Excise Tax Return
No objection
1
The Debtors in these chapter 11 cases along with the last four digits of each Debtor’s federal
tax identification number are (i) Washington Mutual, Inc. (3725); and (ii) WMI Investment Corp.
(5395). The Debtors’ principal offices are located at 1201 Third Avenue, Suite 3000, Seattle,
Washington 98101.
Page 1 !x«
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0812229120922000000000001
WMILT X-8 Oregon Corporation Excise Tax Return
No objection
WMILT X-9 Oregon Department of Revenue Corporation
Excise Tax Auditor’s Report 1999-2001
Relevance
WMILT X-10 Oregon Department of Revenue Corporation
Excise Tax Auditor’s Report 2002-2006
Relevance
WMILT X-11 Assessment Letter
No objection
WMILT X-12 Declaration of Brian D. Pedersen in Support of
Debtors’ Objection to DOR POC [Dkt No. 3196]
Foundation,
Hearsay
WMILT X-13 Declaration of Curt Brouwer Motion in Support of
Debtors’ Objection to DOR POC
No objection
WMILT X-14 Tax Sharing Agreement
Relevance
WMILT X-15 Declaration of Douglas Kilbride
No objection
WMILT X-16 Office of Thrift Supervision, Receivership of a Federal
Savings Association [Dkt 12-1, 1:10-cv-12246-NMG]
Relevance
WMILT X-17 Purchase and Assumption Agreement Whole Bank
[Dkt 12-3, 1:10-cv-12246-NMG]
Relevance
WMILT X-18 Screen Shot from JPMorgan Chase Re: Loan
No. 5765326
Foundation, Hearsay
Relevance
WMILT X-19 Report of Title Re: 821 SW 12th Street,
Pendleton, OR
Foundation, Hearsay
Relevance
WMILT X-20 Report of Title Re: 25 NE 86th Avenue,
Portland, OR
Foundation, Hearsay
Relevance
WMILT X-21 Bill of Sale Re: Loan No. 8743114
Relevance
WMILT X-22 Mobile Home Deed of Trust Re: Loan
No. 8743114
Relevance
WMILT X-23 WMI and Subsidiaries Loan System Details, Excerpts
Incomplete, Relevance
WMILT X-24 Excerpt from WMI and Subsidiaries’ General Ledger
Entries Re: Loan No. 8743114
Incomplete, Relevance
Foundation
WMILT X-25 Complaint in Washington Mutual Inc. and Subsidiaries
v. Department of Revenue, State of Oregon
No objection
WMILT X-26 Amended and Restated Articles of Incorporation of
Relevance
WMI Holdings Corp.
(Debtors agreed will not offer this exhibit)
WMILT X-27 Amended and Restated Bylaws of WMI Holdings Corp.
Relevance
Page 2
WMILT X-28 Amended and Restated Bylaws of Ahmanson
Obligation Co.
Incomplete,
Relevance
WMILT X-29 Amended and Restated Articles of Incorporation
of Ahmanson Obligation Co.
Relevance
WMILT X-30 Amended and Restated Articles of Incorporation
of New American Capital
Relevance
WMILT X-31 Bylaws of New American Capital
Relevance
WMILT X-32 Bylaws of Washington Mutual Federal Savings Bank
Relevance, Incomplete
WMILT X-33 Amended Bylaws of Washington Mutual Federal
Savings Bank
Relevance
WMILT X-34 Affidavit of Publication [Dkt 12-4, 1:10-cv-12246-NMG]
Relevance
WMILT X-35 Excerpt from WMI and Subsidiaries General Ledger
Entries Re: Loan Nos. 5765326 and 8743114
Relevance
Foundation
WMILT X-36 WMI 1999 Book to Tax Reconciliation Workpapers
No objection
No objection
WMILT X-38 WMI 2000 Book to Tax Amended Reconciliation
Workpapers
No objection
No objection
WMILT X-40 WMI 2001 Book to Tax Reconciliation Amended
Workpapers
Duplicates X-39
No objection
No objection
No objection
WMILT X-44 WMI 1999 General Ledger / Trial Balance
No objection
No objection
No objection
No objection
No objection
No objection
No objection
No objection
Page 3
WMILT X-52 Excerpt of 2000 Dime Bank Tax Return Workpaper
Re Dime Bank Loan No. 5765326
Relevance
WMILT X-53 OAR 150-317.710(5)(a)-(A), ORS 317.710,
OAR 150-317.010(4), ORS 314.280, OAR 314.28-(N),
containing handwritten notes of Douglas Kilbride
No objection
WMILT X-54 Restated Articles of Incorporation of Washington
Mutual, Inc.
Relevance
WMILT X-55 Bylaws of Washington Mutual, Inc.
Relevance
II.
Exhibit F
Amendments to Oregon DOR Exhibits
WMI SEC Form 8-K, June 6, 2005 and WMI Press Release filed as an exhibit thereto
A copy of Exhibit F is filed herewith.
DATED this 21st day of September 2012.
Respectfully submitted,
ELLEN F. ROSENBLUM
Attorney General
/s/ Carolyn G. Wade
___________________________________________________________________
Marilyn J. Harbur, #802517
Carolyn G. Wade, #832120
Senior Assistant Attorneys General
Of Attorneys for Department of Revenue,
State of Oregon, Creditor
Page 4
CERTIFICATE OF SERVICE
I certify that on the 21st day of September, 2012, I directed the foregoing OREGON
DEPARTMENT OF REVENUE’S SUPPLEMENTAL PRE-HEARING SUBMISSIONS IN
CONNECTION WITH THE NEXUS HEARING to be served upon the parties hereto by first
class U.S. Mail, addressed to the following:
Washington Mutual, Inc.
1201 Third Avenue, Suite 3000
Seattle, Washington 98101
Attn: Charles Edward Smith, Esq.
Weil Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Attn: Brian S. Rosen, Esq.
Office of the U.S. Trustee for the
District of Delaware
844 King Street, Suite 2207, Lockbox 35
Wilmington, Delaware 19899-0035
Attn: Jane Leamy, Esq.
Richards Layton & Finger P.A.
One Rodney Square
920 North King Street
Wilmington, Delaware 19899
Attn: Mark D. Collins, Esq.
Quinn Emanuel Urquhart & Sullivan, LLP
55 Madison Avenue, 22nd Floor
Attn: Peter Calamari, Esq.
Susman Godfrey LLP
1201 Third Ave., Suite 3800
Seattle, Washington 98101
Attn: Edgar G. Sargent, Esq.
Akin Gump Stauss Hauer & Feld LLP
One Bryant Park
Attn: Fred S. Hodara, Esq.
Sullivan & Cromwell LLP
125 Broad Street
Attn: Robert A. Sacks, Esq.
Page 1
3655648 CERTIFICATE OF SERVICE
DLA Piper LLP (US)
1251 Avenue of the Americas
Attn: Thomas R. Califano, Esq.
Elliott Greanleaf
1105 Market Street, Suite 1700
Attn: Neil R. Lapinski, Esq.
Ashby & Geddes, P.A.
500 Delaware Avenue 8th Floor
P.O. Box 1150
Attn: William P. Bowden, Esq.
Pepper Hamilton LLP
Hercules Plaza, Suite 5100
1313 N. Market Street
Attn: David B. Stratton, Esq.
Landis Rath & Cobb LLP
919 Market Street, Suite 1800
P.O. Box 2087
Attn: Adam G. Landis, Esq.
Young Conaway Stargatt & Taylor, LLP
The Brandywine Building
1000 West Street, 17th Floor
Attn: M. Blake Cleary, Esq.
/s/ Carolyn G. Wade
___________________________________________________________________
Marilyn J. Harbur, #802517
Carolyn G. Wade, #832120
Senior Assistant Attorneys General
Of Attorneys for Department of Revenue,
State of Oregon, Creditor
Page 2
3655648 CERTIFICATE OF SERVICE
FORM 8-K
Page 1 of 7
425 1 y09720e8vk.htm FORM 8-K
http://www.sec.gov/Archives/edgar/data/933136/000095012305007105/y09720e8vk.htm
9/21/2012
FORM 8-K
Page 2 of 7
Table of Contents
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): June 6, 2005
Washington Mutual, Inc.
(Exact name of registrant as specified in its charter)
Washington
(State or other jurisdiction of
incorporation)
1-14667
(Commission
File Number)
1201 Third Avenue, Seattle, Washington
(Address of principal executive offices)
91-1653725
(IRS Employer
Identification No.)
98101
(Zip Code)
Registrant’s telephone number, including area code: (206) 461-2000
Not Applicable
(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 (see General Instruction A.2. below):
;
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 240.13.e-4(c)
9/21/2012
FORM 8-K
Page 3 of 7
TABLE OF CONTENTS
Item 8.01. Other Events.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-99.1: PRESS RELEASE
EX-99.2: INVESTOR PRESENTATION
9/21/2012
FORM 8-K
Page 4 of 7
Table of Contents
Item 8.01. Other Events.
On June 6, 2005, Washington Mutual, Inc. (“Washington Mutual”) and Providian Financial Corporation (“Providian”)
issued a joint press release announcing the execution of the Agreement and Plan of Merger, dated as of June 5, 2005, between
Washington Mutual and Providian.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Additionally, Washington Mutual hereby files the Investor Presentation attached hereto as Exhibit 99.2.
Additional Information About this Transaction
This communication is being made in respect of the proposed merger transaction involving Washington Mutual and
Providian. In connection with the proposed transaction, Washington Mutual and Providian will prepare a registration
statement on Form S-4 containing a proxy statement/prospectus for the shareholders of Providian to be filed with the SEC,
and each will be filing other documents regarding the proposed transaction with the SEC as well. Before making any voting
or investment decision, investors are urged to read the proxy statement/prospectus regarding the proposed
transaction and any other relevant documents carefully in their entirety when they become available because they will
contain important information about the proposed transaction. The final proxy statement/prospectus will be mailed to
Providian’s shareholders. The registration statement containing the proxy statement/prospectus and other documents will be
available free of charge at the SEC’s Internet site (http://www.sec.gov). The proxy statement/prospectus (when it is available)
and the other documents may also be obtained for free by accessing Washington Mutual’s website at www.wamu.com under
the tab “About WaMu” and then under the heading “Investor Relations” or by accessing Providian’s website at
www.providian.com under the tab “About Providian” and then under the heading “Investor Relations”.
Washington Mutual, Providian and their respective directors and executive officers and other members of management
and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction.
Information regarding Washington Mutual’s directors and executive officers is available in Washington Mutual’s proxy
statement for its 2005 annual meeting of shareholders, which was filed with the SEC on March 23, 2005, and information
regarding Providian’s directors and executive officers is available in Providian’s proxy statement for its 2005 annual meeting
of shareholders, which was filed with the SEC on March 31, 2005. Information regarding the persons who may, under the
rules of the SEC, be considered participants in the solicitation of Providian shareholders in connection with the proposed
transaction will be set forth in the proxy statement/prospectus when it is filed with the SEC.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
9/21/2012
FORM 8-K
Page 5 of 7
Table of Contents
Exhibit No.
Description
99.1
Press release issued jointly by Washington Mutual, Inc. and Providian Financial Corporation, dated June 6,
2005.
99.2
Investor Presentation of Washington Mutual, Inc. and Providian Financial Corporation, dated June 6, 2005.
9/21/2012
FORM 8-K
Page 6 of 7
Table of Contents
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 MUTUAL, INC.
Date: June 6, 2005
By:
/s/ Fay L. Chapman
Name: Fay L. Chapman
Title: Senior Executive Vice President
9/21/2012
FORM 8-K
Page 7 of 7
Table of Contents
EXHIBIT INDEX
Exhibit No.
Description
99.1
Press release issued jointly by Washington Mutual, Inc. and Providian Financial Corporation, dated June 6,
2005.
99.2
Investor Presentation of Washington Mutual, Inc. and Providian Financial Corporation, dated June 6, 2005.
9/21/2012
EXHIBIT 99.1
Page 1 of 6
EX-99.1 2 y09720exv99w1.htm EX-99.1: PRESS RELEASE
http://www.sec.gov/Archives/edgar/data/933136/000095012305007105/y09720exv99w1.h... 9/21/2012
EXHIBIT 99.1
Page 2 of 6
Exhibit 99.1
Washington Mutual to Acquire Providian Financial
Strategically Compelling Fit for Both Companies
SEATTLE and SAN FRANCISCO — June 6, 2005 — Washington Mutual, Inc. (NYSE: WM), announced that it has entered
into a definitive agreement to acquire Providian Financial (NYSE: PVN) in a stock and cash transaction valued at
approximately $6.45 billion. The transaction brings together two of the nation’s leading financial services companies focused
on serving middle market consumers.
“Today’s transaction enhances Washington Mutual’s consumer banking growth while strengthening our leadership position
in the middle-market customer segment,” said Kerry Killinger, chairman and chief executive officer of Washington Mutual.
“Providian is a highly profitable business with solid credit quality. Its focus on middle market consumers makes Providian a
natural fit for our business and a winning combination for both companies’ customers.”
“This combination also helps to further diversify our balance sheet and earnings by adding attractive, high-yielding credit
card assets, while improving our net interest margin and adding stable fee income,” added Killinger.
The transaction is expected to be accretive within a year on both a GAAP and cash basis.
Washington Mutual said Providian will become the company’s fourth major business unit and will continue to operate out of
its current headquarters in San Francisco. Washington Mutual also said it plans to retain Providian’s management team and
infrastructure, making the integration low risk and allowing for a quick and seamless transition.
Under the terms of the agreement, shareholders of Providian will receive consideration based on a fixed exchange ratio of .45
Washington Mutual common shares for each Providian share. The merger consideration will be paid 89 percent in stock and
11 percent in cash. The stock consideration will be determined by multiplying the fixed .45
EXHIBIT 99.1
Page 3 of 6
exchange ratio by 0.89, and the cash consideration will be determined by multiplying the .45 ratio by the product of 0.11 and
the average closing stock price of Washington Mutual for the 10 trading days immediately preceding completion of the
merger. Based on the closing price of Washington Mutual’s stock on June 3, 2005, the implied per share purchase price is
$18.71.
Joseph Saunders, Providian’s chairman and chief executive, will continue to run the credit card business and will report
directly to Steve Rotella, Washington Mutual’s president and chief operating officer. Other members of Providian senior
management team will also be joining Washington Mutual.
“Providian’s management has successfully developed innovative products and services, while providing superior customer
support, strong underwriting and efficient operations,” said Killinger. “Retaining Providian’s leadership team helps ensure
strong credit management and continuity of marketing expertise in the credit card business, while allowing Washington
Mutual’s management to remain focused on the priorities we’ve set forth for the entire company. We are all committed to
achieving our long-term targets, producing top-tier performance in our industry and delivering superior long-term
shareholder returns.”
Saunders said, “This transaction provides Providian shareholders financially attractive terms while allowing us to take the
card business to the next level. Washington Mutual’s size and resources will allow us to operate with a lower cost structure
and greater efficiency than we could on our own. The compelling combination also enables us to leverage the strength of
Washington Mutual’s nationally recognized brand and utilize its more than 2,000 retail stores as a new growth channel.
“Our success as an independent company is in large part due to the dedication of our employees, whose efforts have made
this next step forward possible,” added Saunders. “We’re pleased that Providian and our employees will be sharing our future
with Washington Mutual, a company that shares our vision and values.”
The companies noted that Providian credit card customers should expect business as usual. Their accounts, policies and
payment procedures remain unchanged.
EXHIBIT 99.1
Page 4 of 6
The acquisition is expected to be completed in the fourth quarter of 2005 and is subject to approval of Providian shareholders
and regulatory approvals.
Lehman Brothers, Morgan Stanley, and the law firm Simpson Thacher & Bartlett advised Washington Mutual, and Goldman,
Sachs & Co., Citigroup Global Markets, and the law firm of Wachtell, Lipton, Rosen & Katz advised Providian on the
transaction.
Conference Call
Killinger and Saunders will host an analyst/investor conference call this morning, June 6, at 7:30 a.m. Pacific Time. Analysts
and investors may dial in and participate in the question/answer session. To access the call, please dial 1-888-396-2384.
International callers may dial 1-617-847-8711. The passcode “86950841” is required to access the call. A listen-only live
broadcast of the call also will be available on the investor relations page of the company’s Website at www.wamu.com/ir.
A recording of the conference call will be available approximately one hour after the conclusion of the call at 1-888-2868010. Callers from outside the United States may dial 1-617-801-6888. The passcode “18243170” is required to access the
replay.
About Washington Mutual
With a history dating back to 1889, Washington Mutual www.wamu.com is a retailer of financial services that provides a
diversified line of products and services to consumers and commercial clients. At March 31, 2005, Washington Mutual and
its subsidiaries had assets of $319.70 billion. Washington Mutual currently operates more than 2,400 retail banking, mortgage
lending, commercial banking and financial services offices throughout the nation. Washington Mutual’s press releases are
available at www.wamunewsroom.com.
About Providian
San Francisco-based Providian www.providian.com is a leading provider of credit cards to mainstream American consumers
throughout the United States. By combining experience, analysis and technology, Providian seeks to build long-lasting
relationships
EXHIBIT 99.1
Page 5 of 6
with its customers by providing products and services that meet their evolving financial needs.
Forward Looking Statements
Statements contained in this press release which are not historical facts are forward-looking statements within the meaning of
the Providian Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to,
statements about the benefits of the merger between Washington Mutual and Providian, including future financial and
operating results and performance; statements about Washington Mutual’s and Providian’s plans, objectives, expectations
and intentions with respect to future operations, products and services; and other statements identified by words such as
“expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates”, “will”, “should”, “may” or words of similar
meaning. These forward-looking statements are based upon the current beliefs and expectations of Washington Mutual’s and
Providian’s management and are inherently subject to significant business, economic and competitive uncertainties and
contingencies, many of which are difficult to predict and generally beyond the control of Washington Mutual and Providian.
In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and
decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these
forward-looking statements.
The following factors, among others, could cause actual results to differ materially from the anticipated results or other
expectations expressed in the forward-looking statements: (1) the businesses of Washington Mutual and Providian may not
be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish
than expected; (2) the expected growth opportunities and cost savings from the merger may not be fully realized or may take
longer to realize than expected; (3) operating costs, customer losses and business disruption following the merger, including
adverse effects on relationships with employees, may be greater than expected; (4) governmental approvals of the merger
may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the
merger; (5) the stockholders of Providian may fail to approve the merger; (6) adverse governmental or regulatory policies
may be enacted; (7) competition from other financial services companies in Washington Mutual’s and Providian’s markets;
and (8) general business and economic conditions, including movements in interest rates, which could adversely affect credit
quality and loan originations. Additional factors that could cause actual results to differ materially from those expressed in
the forward-looking statements are discussed in the 2004 Annual Reports on Form 10-K of Washington Mutual and
Providian filed with the Securities and Exchange Commission and available at the SEC’s Internet site (http://www.sec.gov).
Neither Washington Mutual nor Providian undertakes any obligation to update any forward-looking statements to reflect
circumstances or events that occur after the date on which such statements were made.
Important Legal Information
This communication is being made in respect of the proposed merger transaction involving Washington Mutual and
Providian. In connection with the proposed transaction, Washington Mutual and Providian will prepare a registration
statement on Form S-4 containing a proxy statement/prospectus for the shareholders of Providian to be
EXHIBIT 99.1
Page 6 of 6
filed with the SEC, and each will be filing other documents regarding the proposed transaction with the SEC as well. Before
making any voting or investment decision, investors are urged to read the proxy statement/prospectus regarding the proposed
transaction and any other relevant documents carefully in their entirety when they become available because they will contain
important information about the proposed transaction. The final proxy statement/prospectus will be mailed to Providian’s
shareholders. The registration statement containing the proxy statement/prospectus and other documents will be available
free of charge at the SEC’s Internet site (http://www.sec.gov). The proxy statement/prospectus (when it is available) and the
other documents may also be obtained for free by accessing Washington Mutual’s website at www.wamu.com under the tab
“About WaMu” and then under the heading “Investor Relations” or by accessing Providian’s website at www.providian.com
under the tab “About Providian” and then under the heading “Investor Relations.”
Washington Mutual, Providian and their respective directors and executive officers and other members of management and
employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information
regarding Washington Mutual’s directors and executive officers is available in Washington Mutual’s proxy statement for its
2005 annual meeting of shareholders, which was filed with the SEC on March 23, 2005 and information regarding
Providian’s directors and executive officers is available in Providian’s proxy statement for its 2005 annual meeting of
shareholders, which was filed with the SEC on March 31, 2005. Information regarding the persons who may, under the rules
of the SEC, be considered participants in the solicitation of Providian shareholders in connection with the proposed
transaction will be set forth in the proxy statement/prospectus when it is filed with the SEC.
###
Washington Mutual Contacts:
Alan Gulick, 206-377-3637 (Media)
[email protected]
Alan Magleby, 212-326-6019 (Investor Relations)
[email protected]
Providian Contacts:
Alan Elias 415-278-4189 (Media)
[email protected]
Jack Carsky 415-278-4977 (Investors)
[email protected]