September 25, 2009
NOTICE TO HOLDERS OF
WASHINGTON MUTUAL CAPITAL TRUST 2001 TRUST PREFERRED
INCOME EQUITY REDEEMABLE SECURITIES (PIERS)
(THE “SECURITIES”)
CUSIP NO(S). 93933U08 AND 939322848*
THIS NOTICE CONTAINS IMPORTANT INFORMATION. ALL DEPOSITORIES,
CUSTODIANS, AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE
REQUESTED TO EXPEDITE RE-TRANSMITTAL TO BENEFICIAL OWNERS OF THE
SECURITIES REFERENCED ABOVE IN A TIMELY MANNER.
Reference is made to: (i) the Amended and Restated Declaration of Trust, Washington Mutual
Capital Trust 2001, dated as of April 30, 2001 (the “Trust Agreement”), by Washington Mutual,
Inc. (the “Company”), as Sponsor, The Bank of New York (“BNY”), as Property Trustee, The Bank
of New York (Delaware), as Delaware Trustee, and the Administrative Trustees named therein,
pursuant to which the Securities were issued; (ii) the Indenture, dated as of April 30, 2001 (the
“Original Indenture”), between the Company and BNY, as Trustee (the “Indenture Trustee”), as
supplemented by the First Supplemental Indenture, dated as of April 30, 2001 (together with the
Original Indenture, the “Indenture”), between the Company and the Indenture Trustee, pursuant to
which the Company’s 5.375% Junior Subordinated Deferrable Interest Debentures due 2041 (the
“Debentures”) were issued; and (iii) the Guarantee Agreement, dated as of April 30, 2001 (the
“Guaranty”), between the Company, as Guarantor, in respect of the Securities, and BNY, as
Guarantee Trustee (the “Guarantee Trustee”). Capitalized terms used herein but not defined herein
shall have the meanings ascribed to such terms in the Trust Agreement and/or Indenture, as
appropriate.
By Instruments of Resignation, Appointment and Acceptance dated as of October 14, 2008, Wells
Fargo Bank, National Association (“Wells Fargo”) became the successor Indenture Trustee and
Guarantee Trustee.
On September 26, 2008 (the “Petition Date”), the Company and its wholly-owned subsidiary, WMI
Investment Corp. (“Investment” and, together with the Company, the “Debtors”), filed petitions
under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United
States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). Such filing
constituted an Event of Default under Section 501 of the Indenture and thus a Trust Enforcement
Event under the Trust Agreement. Other Events of Default not set forth herein may also have
occurred.
* No representation is made as to the correctness of the CUSIP numbers either as printed on the Securities, the
Debentures or as contained in this Notice.
2
As contemplated in its Notice to Holders dated March 2, 2009, Wells Fargo timely filed a proof of
claim (“POC”) on behalf of itself and the Holders for principal, interest, and other applicable fees
and charges that arose prior to the Petition Date.
The Debtors informally objected to the POC on several grounds, including on account of Wells
Fargo’s failure to properly account for the original issue discount (the “OID”) that is contemplated
under the Indenture and the Trust Agreement. After extensive discussions, Wells Fargo and the
Debtors have preliminarily agreed that the claims asserted in the POC for principal, interest, and
other applicable fees and charges shall be allowed in the amount of $789,353,506.51 (the
“Prepetition Claim”), based on the OID calculations that are attached hereto as Exhibit A.
Any beneficial Holders with questions, comments or objections to the liquidation of the Prepetition
Claim in the amount set forth herein should contact Wells Fargo’s counsel, Walter Curchack (tel. no.
(212) 407-4861; email: wcurchack@loeb.com) or Vadim Rubinstein (tel. no. (212) 407-4092; email:
vrubinstein@loeb.com) on or before October 16, 2009. The backup calculations for the Prepetion
Claim, in Excel format, may be obtained by any beneficial Holder who fills out the attached
questionnaire and submits the same to the address set forth in the questionnaire.
Any Holder with any other questions may contact Wells Fargo by telephone at 612-466-5890, or by
mail addressed to:
Wells Fargo Bank, N.A.
Corporate Trust Department
Attn: Mr. Thomas M. Korsman
MAC # N9311-110
625 Marquette Avenue
Minneapolis, Minnesota 55479
Wells Fargo welcomes inquiries but may conclude that a specific response to particular inquiries
from individual Holders is not consistent with equal and full dissemination of significant information
to all Holders or parties in interest.
Holders should not rely on Wells Fargo as their sole source of information. Wells Fargo makes no
recommendations and gives no investment or legal advice regarding the Debtors’ bankruptcy cases,
the Securities or the Debentures. Holders should consult their own professionals regarding matters
relating to the Debtors’ bankruptcy cases.
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Indenture Trustee and
Guarantee Trustee
By:
Thomas M. Korsman
Vice President
