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<u>WM CAPITAL TRUST 2001 IPO PROSPECTUS...pg 17</u>

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hotmeat   Sunday, 12/09/18 01:43:57 AM
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WM CAPITAL TRUST 2001 IPO PROSPECTUS...pg 17

"All of the common securities are owned by Washington Mutual. The common securities rank on a par, and payments will be made thereon pro rata, with the preferred securities, except that upon the occurrence and continuance of an event of default under the declaration of Trust resulting from an event of default under the indenture (an "Indenture Event of Default"), the rights of Washington Mutual as holder of the common securities to payment in respect of distributions and payments upon liquidation, redemption or otherwise are subordinated to the rights of the holders of the preferred securities. Washington Mutual acquired common securities in an aggregate liquidation amount equal to 3% of the total capital of the Trust."


"For so long as the preferred securities remain outstanding, Washington Mutual covenants (i) to maintain directly or indirectly ownership of all of the common securities,"




PROSPECTUS...pg 46

Subordination of Common Securities of the Trust

"Payment of distributions on, and the Redemption Price of, the Trust Securities, as applicable, shall be made pro rata based on the liquidation amount of such Trust Securities; provided, however, that if on any distribution date an Indenture Event of Default shall have occurred and be continuing, no payment of any distribution on, or Redemption Price of, any of the common securities of the Trust, and no other payment on account of the redemption, liquidation or other acquisition of the common securities of the Trust, shall be made unless payment in full in cash of all accumulated and unpaid distributions on all of the outstanding preferred securities for all distribution periods terminating on or prior thereto, or in the case of payment of the Redemption Price the full amount of such Redemption Price on all of the outstanding preferred securities then called for redemption, shall have been made or provided for, and all funds available to the Property Trustee shall first be applied to the payment in full in cash of all distributions on, or Redemption Price of, the preferred securities then due and payable."


Liquidation Distribution Upon Dissolution

"Pursuant to the declaration of trust, the Trust shall automatically dissolve on the first to occur of: (i) certain events of bankruptcy, dissolution or liquidation of Washington Mutual, (ii) the distribution of the debentures to the holders of the trust securities, (iii) the redemption of all of the preferred securities in connection with the maturity of all of the debentures and (iv) the entry by a court of competent jurisdiction of an order for the dissolution of the Trust."




NOTE: Pretty much confirms that PIERS must be paid in full before any distributions are made to the holder of WM Capital Trust's common stock.


WM Capital Trust Prospectus


25.2 Cancellation of Common Equity Interests:.., on the Effective Date, ALL Common Equity Interests shall be deemed extinguished and the certificates and ALL other documents shall be deemed cancelled.
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