Washington Administrative Code › Title 208 - Financial Institutions, Department of (See also Titles 50, 419, and 460) › Chapter 208-514 - Mutual savings banks › Section 208-514-080 - Offering of securities

Current through Register Vol. 24-14, July 15, 2024
(1) Any
					offering of shares of voting securities by a MHC which converts to stock form
					or of common stock of a stock savings bank subsidiary of a MHC that will cause
					the holding company to hold less than fifty-one percent of the issued and
					outstanding common stock of the stock savings bank upon completion of the
					offering (a "subsequent offering") shall be governed by the rules prescribed in
					chapter 32.32 RCW, except to the extent that those rules are explicitly waived
					or modified by the director.
(2)
					Any offering of shares of any class of stock of a stock savings bank subsidiary
					of a MHC that will not cause the MHC to hold less than fifty-one percent of the
					issued and outstanding common stock of the stock savings bank upon completion
					of the offering may be accomplished through either a public distribution or by
					means of a limited distribution or placement of the securities, none of which
					methods of offering will require the stock of the savings bank subsidiary to be
					offered to members of the unconverted mutual savings bank or of the MHC. Any
					such offering shall comply with the disclosure requirements of chapter 32.32
					RCW, shall be made by means of an offering circular approved by the director,
					and shall be sold at a price that is approved (a) by the director in the case
					of the initial offering of shares to persons other than the MHC, and in such
					case based upon a proposed price range established by qualified persons who are
					independent of the bank and (b) by the board of directors in the case of other
					offerings contemplated by this subsection.
(3) The procedures to follow in conducting a
					subsequent offering may, with the director's approval, differ from those set
					forth in chapter 32.32 RCW.
(4)
					Notwithstanding any contrary provision of
					Title
					32 RCW, there shall be no
					requirement to use an underwriter in an offering made pursuant to subsection
					(2) of this section, though such use is permissible.
(5) Subject to approval of the director, a
					stock savings bank subsidiary of a MHC may declare or pay a cash dividend that
					is payable only to shareholders of the stock savings bank other than the
					MHC.
(6) Notwithstanding any
					contrary provision of
					Title
					32 RCW, no offering circular
					used in connection with an offering pursuant to subsection (2) of this section
					shall be required to set forth the estimated subscription price range of the
					shares being offered.
(7) A stock
					savings bank subsidiary of a MHC may issue and, consistent with these rules,
					any person may acquire any amount of preferred stock of the bank.
Statutory Authority: RCW 30.04.030 and
							43.320.040. 00-17-141, amended and
							recodified as §
										208-514-080, filed 8/22/00,
							effective 9/22/00. Statutory Authority:
							RCW
							   32.34.040 - [32.34].050 and
							chapters
							32.08 and
							34.05 RCW. 93-13-142, §
							50-14-080, filed 6/23/93, effective 7/24/93. Statutory Authority:
							RCW
							   32.34.040 - [32.34.]050. 92-06-041, §
							50-14-080, filed 2/28/92, effective
							3/30/92.