Washington Administrative Code › Title 208 - Financial Institutions, Department of (See also Titles 50, 419, and 460) › Chapter 208-514 - Mutual savings banks › Section 208-514-100 - Stock issuance and stock award plans

Current through Register Vol. 24-14, July 15, 2024
The authority for a stock savings bank subsidiary of a MHC to
						issue stock shall be subject to the following limitations, unless otherwise
						approved by the director.
(1) The
					stock sold in the reorganization shall be sold at a total price equal to the
					estimated pro forma market value of such stock, based on an independent
					valuation as provided in WAC
					208-514-080(2) and any stock sold in a later offering shall be sold at its fair value as
					determined by the board of directors of the stock savings bank.
(2) The aggregate amount of issued and
					outstanding common stock of the stock savings bank owned or controlled by
					persons other than the MHC at the close of any proposed issuance shall be
					forty-nine percent or less than the savings bank's total outstanding common
					stock.
(3) The aggregate amount of
					common stock acquired in the proposed issuance, plus all prior issuances of the
					savings bank, by any nontax-qualified employee stock benefit plan of the
					savings bank or any insider (which for the purpose of these rules will mean an
					officer, director, or associate of an officer or director) of the savings bank
					(exclusive of any stock acquired by said plan or insider and his or her
					associates in the secondary market) shall not exceed ten percent of the
					outstanding shares of common stock of the savings bank held by persons other
					than the savings bank's MHC parent at the close of the proposed issuance. In
					calculating the number of shares held by any insider or associate, shares held
					by any tax-qualified or nontax-qualified employee stock benefit plan of the
					savings bank that are attributable to such person shall not be
					counted.
(4) The aggregate amount
					of stock, whether common or preferred, acquired in the proposed issuance, plus
					all prior issuances of the savings bank, by any nontax-qualified employee stock
					benefit plan of the savings bank or any insider of the savings bank and his or
					her associates (exclusive of any stock acquired by said plan or insider and his
					or her associates in the secondary market) shall not exceed ten percent of the
					stockholders' equity of the savings bank held by persons other than the MHC
					parent at the close of the proposed issuance.
(5) The aggregate amount of common stock
					acquired in the proposed issuance, plus all prior issuances of the savings
					bank, by any one or more tax-qualified employee stock benefit plans of the
					savings bank (exclusive of any stock acquired by such plans in the secondary
					market) shall not exceed ten percent of the outstanding shares of common stock
					of the savings bank held by persons other than the MHC parent at the close of
					the proposed issuance.
(6) The
					aggregate amount of stock, whether common or preferred, acquired in the
					proposed issuance, plus all prior issuances of the savings bank, by any one or
					more tax-qualified employee stock benefit plans of the savings bank (exclusive
					of any stock acquired by such plans in the secondary market) shall not exceed
					ten percent of the stockholders' equity of the savings bank held by persons
					other than the MHC parent at the close of the proposed issuance.
(7) The aggregate amount of common stock
					acquired in the proposed issuance, plus all prior issuances of the savings bank
					by all nontax-qualified employee stock benefit plans of the savings bank and
					insiders of the savings bank (exclusive of any stock acquired by said plans and
					by insiders in the secondary market) shall not exceed thirty-five percent of
					the outstanding shares of common stock of the savings bank held by persons
					other than the MHC parent at the close of the proposed issuance if the savings
					bank has less than fifty million dollars in total assets prior to the issuance
					or twenty-five percent of such outstanding shares if the savings bank has more
					than five hundred million dollars in total assets before the issuance. If the
					savings bank has between fifty million dollars and five hundred million dollars
					in total assets before the issuance, the maximum percentage shall be equal to
					thirty-five percent minus one percent multiplied by the quotient of total
					assets less fifty million dollars divided by forty-five million dollars. In
					calculating the number of shares held by insiders and their associates, shares
					held by any tax-qualified or nontax-qualified employee stock benefit plan of
					the savings bank that are attributable to such persons shall not be
					counted.
(8) The aggregate amount
					of stock, whether common or preferred, acquired in the proposed issuance, plus
					all prior issuances of the savings bank, by all nontax-qualified employee stock
					benefit plans of the savings bank, insiders of the savings bank, and associates
					of insiders of the savings bank (exclusive of any stock acquired by said plans
					and by insiders in the secondary market) shall not exceed thirty-five percent
					of the stockholders' equity of the savings bank held by persons other than the
					association's mutual holding company parent at the close of the proposed
					issuance if the savings bank has less than fifty million dollars in total
					assets before the issuance or twenty-five percent of such stockholders' equity
					if the savings bank has more than five hundred million dollars in total assets
					prior to the issuance. If the savings bank has between fifty million dollars
					and five hundred million dollars in total assets before the proposed issuance,
					the maximum percentage shall be equal to thirty-five percent minus one percent
					multiplied by the quotient of total assets less fifty million dollars divided
					by forty-five million dollars.
(9)
					Shares of authorized but unissued stock of a stock savings bank subsidiary of a
					MHC may be reserved to satisfy and may be issued pursuant to any stock-based
					incentive plan for employees, directors, and others approved by the savings
					bank's board of directors and a majority of its stockholders.
(10) If, at the close of any stock issuance,
					the stock savings bank has holders of record of its outstanding voting
					securities that would require registration under the Securities Exchange Act of
					1934, then such requirement shall be met.
(11) For a period of three years following
					the proposed issuance, no insider of the savings bank shall sell, without the
					director's prior written approval, any stock of the savings bank purchased in
					connection with the reorganization except that the personal representative of
					such insider may sell shares in the event of the death of the
					insider.
Statutory Authority: RCW 30.04.030 and
							43.320.040. 00-17-141, amended and
							recodified as §
										208-514-100, 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, §
							50-14-100, filed 6/23/93, effective 7/24/93. Statutory Authority:
							RCW
							   32.34.040 - [32.34.]050. 92-06-041, §
							50-14-100, filed 2/28/92, effective
							3/30/92.