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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K/A
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(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000.
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______________ TO ______________
COMMISSION FILE NUMBER 0-21017
A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT FROM THAT
OF THE ISSUER NAMED BELOW:
BANK UNITED 401(K) RETIREMENT SAVINGS PLAN
1191 SECOND AVENUE, SAS0106, SEATTLE, WASHINGTON 98101
B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS
OF ITS PRINCIPAL EXECUTIVE OFFICER:
WASHINGTON MUTUAL, INC.
1201 THIRD AVENUE, SEATTLE, WASHINGTON 98101
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REQUIRED INFORMATION
The following financial statements and schedule have been prepared in
accordance with the financial reporting requirements of the Employee Retirement
Income Security Act of 1974, as amended:
1. Statements of Net Assets Available for Plan Benefits as of December 31,
2000 and 1999
2. Statement of Changes in Net Assets Available for Plan Benefits for the
year ended December 31, 2000
3. Schedule H, Line 4i--Schedule of Assets (Held at End of Year)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed by the undersigned hereunto duly
authorized.
WASHINGTON MUTUAL, INC.
BANK UNITED 401(K) RETIREMENT
SAVINGS PLAN
By:
Director's Compensation and Stock Option
Committee of Washington Mutual, Inc., as Plan
Administrator
Date: June 25, 2001
/s/ DARYL DAVID
---------------------------------------------
Daryl David
EXECUTIVE VICE PRESIDENT OF WASHINGTON
MUTUAL, INC.
BANK UNITED
401(K) RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULE
DECEMBER 31, 2000 AND 1999
(WITH INDEPENDENT AUDITORS' REPORT THEREON)
BANK UNITED
401(K) RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
PAGE
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Independent Auditors' Report................................ 1
Statements of Net Assets Available for Plan Benefits--
December 31, 2000 and 1999................................ 2
Statement of Changes in Net Assets Available for Plan
Benefits--
Year ended December 31, 2000.............................. 3
Notes to Financial Statements............................... 4-8
SCHEDULE
Schedule H, Line 4i--Schedule of Assets (Held at End of
Year)
December 31, 2000......................................... 9
Schedules not listed above are omitted because of the absence of conditions
under which they are required.
INDEPENDENT AUDITORS' REPORT
Director's Compensation and Stock Option Committee
Bank United 401(k) Retirement Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of Bank United 401(k) Retirement Savings Plan as of December 31, 2000
and 1999, and the related statement of changes in net assets available for plan
benefits for the year ended December 31, 2000. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits as of
December 31, 2000 and 1999 and the changes in net assets available for plan
benefits for the year ended December 31, 2000 in conformity with accounting
principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Schedule H, Line 4i-Schedule of
Assets (Held at End of Year) is presented for the purpose of additional analysis
and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This schedule is the responsibility of the Plan's
management. The schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated, in all material respects, in relation to the basic financial statements
taken as a whole.
KPMG LLP
Houston, Texas
June 25, 2001
BANK UNITED
401(K)RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 2000 AND 1999
2000 1999
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Assets:
Investments, at fair value:
Bank United Corp. Stock Fund............................ $ 1,379,656 $ 250,857
Fidelity Magellan Fund.................................. 17,625,441 17,137,853
Fidelity Intermediate Bond Fund......................... 1,925,716 1,904,718
Fidelity Growth & Income Fund........................... 12,934,366 13,470,230
Fidelity Fund........................................... 8,062,038 7,851,963
Fidelity Retirement Money Market Fund................... 5,871,501 5,756,629
Fidelity Asset Manager Fund............................. 1,184,354 891,516
Fidelity Asset Manager: Growth Fund..................... 2,065,285 1,742,556
Fidelity Asset Manager: Income Fund..................... 245,213 189,825
Fidelity Overseas Fund.................................. 1,924,523 1,487,694
Participant loans--at cost................................ 1,788,956 1,609,387
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Total investments..................................... 55,007,049 52,293,228
Liabilities--excess contributions refundable................ 105,698 156,136
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Net assets available for plan benefits................ $54,901,351 $52,137,092
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See accompanying notes to financial statements.
2
BANK UNITED
401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 2000
Additions:
Interest and dividend income.............................. $ 4,317,849
Contributions:
Participant............................................. 5,280,032
Participant rollover.................................... 709,673
Employer................................................ 2,855,066
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Total additions....................................... 13,162,620
Deductions:
Net depreciation in fair value of investments............. 6,347,342
Benefit payments.......................................... 4,035,281
Investment management fees................................ 15,738
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Total deductions...................................... 10,398,361
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Net increase.......................................... 2,764,259
Net assets available for plan benefits:
Beginning of year......................................... 52,137,092
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End of year............................................... $54,901,351
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See accompanying notes to financial statements.
3
BANK UNITED
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
(1) DESCRIPTION OF PLAN
(a) ORGANIZATION OF PLAN
The Bank United 401(k) Retirement Savings Plan (the Plan) was established
effective January 1, 1989 for the benefit of its eligible employees. The
Plan's sponsor is Bank United and its subsidiaries (the Bank). The Plan
is a defined contribution plan created as authorized by Section 401(k) of
the Internal Revenue Code (the Code). Fidelity Management Trust Company
is trustee and recordkeeper of the Plan. The specific provisions of the
Plan, including eligibility, contributions, priorities upon termination
and benefit information, are contained in the Plan document which governs
the legal operations of the Plan. Participants should refer to the Plan
document for more complete information.
Effective January 1, 2000, the Plan was amended to change eligibility,
employer contributions, and the vesting schedule for participants, as
indicated in sections 1(b)--1(e).
(b) ELIGIBILITY AND PARTICIPATION
Participation in the Plan is voluntary. Any employee who has completed
one month of service with the Bank or a participating subsidiary (the
Employers) and has attained the age of 21 is eligible to become a
participant of the Plan.
(c) CONTRIBUTIONS
The Plan is a defined contribution plan through which participants may
voluntarily agree to contribute from 1 to 15 percent of their
compensation (as defined by the Plan document), subject to certain
limitations under the Internal Revenue Code. The employer makes matching
contributions to the Plan of 100% of the first 4% of a participant's
annual compensation.
(d) PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's
contribution and allocations of (a) the Bank's contribution and (b) Plan
earnings or losses, and charged with an allocation of administrative
expenses. Allocations are based on participant earnings or account
balances, as defined. The benefit to which a participant is entitled is
the benefit that can be provided from the participant's vested account.
(e) VESTING
Participants are 100% vested with respect to their rollovers and
contributions plus actual earnings thereon. Participants become fully
vested in the Bank's matching contribution portion of their accounts plus
actual earnings after one year of active service. Participants are
automatically 100% vested upon retirement, death or disability (as
defined in the Plan).
(f) INVESTMENTS
Contributions and any investment income thereon are invested at the
direction of each participant in one or a combination of the options set
forth below:
- BANK UNITED CORP. STOCK FUND--The Bank United Corp. Stock Fund is a
unitized stock fund allowing participants to invest in the Bank's
stock while allowing for day
4
BANK UNITED
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
(1) DESCRIPTION OF PLAN (CONTINUED)
trading similar to a mutual fund. The fund is comprised of Bank
United Corp. Stock and a short-term cash component. The short-term
cash component provides liquidity for daily trading. This fund
differs from a mutual fund since a mutual fund is a registered
security and a unitized fund is not a registered security.
- FIDELITY MAGELLAN FUND--The Magellan Fund invests in common stock
and securities convertible to common stock issued by companies
operating in the United States and/or abroad as well as foreign
companies.
- FIDELITY INTERMEDIATE BOND FUND--The Intermediate Bond Fund invests
in corporate debt obligations that are rated Aaa, Aa or A by
Moody's Investor Service, Inc. or AAA, AA or A by Standard & Poor's
Corporation. The fund also invests in obligations issued or
guaranteed by the U.S. government or any of it agencies or
instrumentalities and in obligations of U.S. banks, including
certificates of deposit and bankers' acceptances. The issues have
limited or long-term maturities.
- FIDELITY GROWTH & INCOME FUND--The Growth & Income Fund invests in
any combination of common stock, securities convertible to common
stock, preferred stock and fixed-income securities. Securities may
be of foreign or domestic issuers. It is expected that the primary
fixed-income investments will be in corporate bonds.
- FIDELITY FUND--The Fidelity Fund invests in the common stock and
securities convertible into common stock of well-established
companies. The fund may hold the stock and fixed-income securities
of smaller corporations.
- FIDELITY RETIREMENT MONEY MARKET FUND--The Retirement Money Market
Fund invests funds in high-quality, U.S. dollar-denominated money
market instruments of U.S. and foreign issuers. Investments include
short-term corporate obligations, U.S. government obligations and
certificates of deposit.
- FIDELITY ASSET MANAGER FUND--The Asset Manager Fund invests funds
in stocks, bonds and short-term instruments, both domestic and
foreign. Its investment strategy is to seek high total return with
reduced risk over the long term.
- FIDELITY ASSET MANAGER: GROWTH FUND--The Asset Manager: Growth Fund
invests funds in stocks, bonds and short-term instruments, both
domestic and foreign. Its investment strategy is to seek to
maximize total return over the long term.
- FIDELITY ASSET MANAGER: INCOME FUND--The Asset Manager: Income Fund
invests funds in stocks, bonds and short-term instruments, both
domestic and foreign. Its investment strategy is to seek high
current income while considering the potential for capital
appreciation.
- FIDELITY OVERSEAS FUND--The Overseas Fund invests in stocks and
bonds of companies whose principal business activities are outside
the United States. Its investment strategy seeks long-term growth
of capital by investing at least 65% of the fund's total assets in
securities of issuers from at least three different countries
outside of North America.
5
(continued)
BANK UNITED
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
(1) DESCRIPTION OF PLAN (CONTINUED)
Participants may invest in any one fund or any combination of the funds in
whole percentages and may change the designation an unlimited number of
times annually.
The following table presents the Plan's investments that represent five
percent or more of the Plan's net assets at December 31, 2000 and 1999:
2000 1999
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Fidelity Magellan Fund............................. $17,625,441 $17,137,853
Fidelity Growth & Income Fund...................... 12,934,366 13,470,230
Fidelity Fund...................................... 8,062,038 7,851,963
Fidelity Retirement Money Market Fund.............. 5,871,501 5,756,629
During 2000 the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year)
appreciated/(depreciated) in value by $(6,347,342), as follows:
Stock Fund.................................................. $ 799,341
Mutual Funds................................................ (7,146,683)
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$(6,347,342)
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(g) PARTICIPANT LOANS
Participants may borrow from their fund accounts a minimum of $1,000 and
up to a maximum equal to the lesser of $50,000 or 50 percent of their
vested account balance. Loan terms range from one to five years or up to
15 years for the purchase of a primary residence. The loans are secured
by the balance in the participant's account and bear an interest rate
equal to the prime interest rate on the first business day of the month.
The interest rate is updated to the trustee on a monthly basis by the
plan administrator. Interest rates range from 7.75 to 10 percent.
Principal and interest are paid ratably through payroll deductions.
(h) PAYMENT OF BENEFITS
Benefits will be distributed to participants only upon retirement, death,
total and permanent disability, severance of employment with the
Employers or in the event of financial hardship (as defined in the Plan).
A participant may elect to receive payment in either a lump sum amount or
series of payments equal to the value of the participant's vested
interest in his or her account.
(i) EXPENSES
Investment management fees are deducted from fund earnings while other
fees and administrative expenses are paid by the Employers.
(j) FORFEITURES
During 2000, forfeitures totaling $75,201 were deposited into the Plan's
Forfeiture Account, which can be used to reduce future employer
contributions.
6
(continued)
BANK UNITED
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under the accrual
method of accounting in accordance with accounting principles generally
accepted in the United States of America. These principles require
management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, and changes therein, and disclosure of
contingent assets and liabilities; accordingly, actual results could
differ from those estimates.
(b) NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS
No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
(SFAS No. 133). SFAS No. 133 requires that an entity recognize all
derivatives and measure those instruments at fair value.
SFAS No. 133 is effective for fiscal years beginning after June 15, 2000.
Pursuant to SFAS No. 137, the Plan is required to adopt SFAS No. 133
effective January 1, 2001. Management has not yet determined the impact
of SFAS No. 133 on the Plan's financial statements.
(c) INVESTMENT VALUATION AND INCOME RECOGNITION
Investment securities are carried at fair value as determined by the
Plan's trustee, based primarily on quoted market values of the underlying
stocks or securities. Purchases and sales of investment securities are
recorded as of the trade dates. Gains and losses on sales of these
securities are computed on an average cost basis. Interest income is
recorded on the accrual basis, while dividends are recorded on the
ex-dividend date. Participant loans are valued at cost, which
approximates fair value.
(d) FINANCIAL INSTRUMENTS
The carrying value of financial instruments such as receivables and
payables approximate their fair value.
(3) INVESTMENTS
In September 1999, the American Institute of Certified Public Accountants
issued Statement of Position 99-3, ACCOUNTING FOR AND REPORTING ON CERTAIN
DEFINED CONTRIBUTION PLAN INVESTMENTS AND OTHER DISCLOSURE MATTERS (SOP
99-3). SOP 99-3 simplifies the disclosure for certain investments and is
effective for Plan years ending after September 15, 1999. The Plan adopted
SOP 99-3 during the Plan year ended December 31, 1999. Accordingly,
information previously required to be disclosed about participant-directed
fund investment programs is not presented in the Plans financial statements.
(4) PARTY-IN-INTEREST TRANSACTIONS
Certain plan investments are shares of mutual funds managed by Fidelity
Management Trust Company (Fidelity). Fidelity is the trustee as defined by
the Plan and, therefore, these transactions qualify as party-in-interest.
7
(continued)
BANK UNITED
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
(5) TERMINATION OF THE PLAN
Although it has not expressed any intent to do so, the Bank may discontinue
contributions, amend, or terminate the Plan at any time. If the Plan is
terminated, participants will become fully vested in employer contributions
and net earnings or loss thereon.
(6) TAX STATUS
The Internal Revenue Service has determined and informed the Bank by a
letter dated September 11, 1995, that the Plan was in compliance with
applicable sections of the Code. The Plan administrator and the Plan's tax
counsel believe that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the Code. Accordingly, no
provision for income taxes has been included in the Plan's financial
statements.
(7) SUBSEQUENT EVENT
On February 9, 2001, Bank United merged with and into Washington
Mutual, Inc. Subsequent to the merger and prior to May 1, 2001, participants
could continue to participate in the Plan. Subsequent to May 1, 2001,
contributions to the Plan were frozen and participants will be eligible to
participate in the Washington Mutual, Inc. Retirement Savings and Investment
Plan (RSIP). Assets of the Plan will be merged into the RSIP on July 1,
2001.
8
(continued)
BANK UNITED
401(K) RETIREMENT SAVINGS PLAN
SCHEDULE H, LINE 4I--SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2000
DESCRIPTION CURRENT
IDENTITY OF ISSUER OF INVESTMENT COST VALUE
- --------------------------------------- --------------------------------------- ----------- -----------
*Bank United........................... Bank United Corp. Stock Fund $ 1,306,675 $ 1,379,656
*Fidelity Management Trust Company..... Magellan Fund 15,092,412 17,625,441
*Fidelity Management Trust Company..... Intermediate Bond Fund 1,931,999 1,925,716
*Fidelity Management Trust Company..... Growth & Income Fund 10,987,128 12,934,366
*Fidelity Management Trust Company..... Fidelity Fund 7,939,624 8,062,038
*Fidelity Management Trust Company..... Retirement Money Market Fund 5,871,501 5,871,501
*Fidelity Management Trust Company..... Asset Manager Fund 1,250,569 1,184,354
*Fidelity Management Trust Company..... Asset Manager: Growth Fund 2,327,445 2,065,285
*Fidelity Management Trust Company..... Asset Manager: Income Fund 251,649 245,213
*Fidelity Management Trust Company..... Overseas Fund 2,209,596 1,924,523
*Participants.......................... Participant loans bearing interest at 1,788,956 1,788,956
7.75% to 10%
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$50,957,554 $55,007,049
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*Indicates transactions with party-in-interest.
See accompanying independent auditors' report.
9