UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 24, 2012
WMI Holdings Corp.
(Exact Name of Registrant as Specified in Its Charter)
| Washington | 001-14667 | 91-1653725 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 1201 THIRD AVENUE, SUITE 3000 SEATTLE, WASHINGTON |
98101 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(206) 432-8887
(Registrant’s Telephone Number, Including Area Code)
Washington Mutual, Inc.
(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:
| ¨ | 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 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement
Transition Services Agreement
On September 24, 2012, WMI Holdings Corp. and WMI Liquidating Trust (the “Trust”) entered into Amendment No. 1 to Transition Services Agreement (the “Amendment”) that amended and restated certain provisions of the Transition Services Agreement originally entered into on March 23, 2012 (the “TSA”). Pursuant to the Amendment, the term of the TSA was extended through March 31, 2013 and automatically renews for successive additional three-month terms unless earlier terminated by either party upon at least 30 days written notice prior to the expiration of the term. The Amendment also deletes in its entirety the first “bullet” under the General Services section of Schedule B to the TSA. As a result of this deletion, WMI no longer is required to provide access to the “WMI benefits (Employee Plans) contract” for Trust employees. A copy of the Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits: |
| 10.1 | Amendment No. 1 to Transition Services Agreement. |
2
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.
| WMI HOLDINGS CORP. (Registrant) | ||||||||
| Date: September 26, 2012 | By: | /s/ Charles Edward Smith | ||||||
| Name: | Charles Edward Smith | |||||||
| Title: | Interim Chief Executive Officer | |||||||
3
EXHIBIT INDEX
| 10.1 | Amendment No. 1 to Transition Services Agreement. |
4