Washington Code 32.32.255 – Statement, letter, and press release — Content permitted
Current as of: 2023 | Check for updates
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The statement, letter, and press release of the applicant issued pursuant to RCW 32.32.250, unless otherwise authorized by the director, shall contain only (but need not contain all of) the following:
Terms Used In Washington Code 32.32.255
- amount: when used in regard to securities, means the principal amount if relating to evidences of indebtedness, the number of shares if relating to shares, and the number of units if relating to any other kind of security. See Washington Code 32.32.025
- applicant: is a mutual savings bank which has applied to convert pursuant to this chapter. See Washington Code 32.32.025
- capital stock: includes permanent stock, guaranty stock, permanent reserve stock, any similar certificate evidencing nonwithdrawable capital, or preferred stock, of a savings bank converted under this chapter or of a subsidiary institution or holding company. See Washington Code 32.32.025
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- director: means any director of a corporation, any trustee of a mutual savings bank, or any person performing similar functions with respect to any organization whether incorporated or unincorporated. See Washington Code 32.32.025
- mutual savings bank: means a mutual savings bank organized and operating under Title 32 RCW. See Washington Code 32.32.025
- savings account: means deposits established in a mutual savings bank and includes certificates of deposit. See Washington Code 32.32.025
- security: includes any note, stock, treasury stock, bond, debenture, transferable share, investment contract, voting-trust certificate, or in general, any instrument commonly known as a "security"; or any certificate of interest or participation in, temporary or interim certificate for, receipt for, or warrant or right to subscribe to or purchase any of the foregoing. See Washington Code 32.32.025
(1) A statement that the board of directors has adopted a plan to convert the savings bank from a mutual savings bank to a capital stock savings bank;
(2) A statement that the plan of conversion is subject to approval by the director and by the appropriate federal regulatory authority or authorities (naming such an authority or authorities) before the plan can become effective and that account holders of the applicant will have an opportunity to file written comments including objections and materials supporting the objections with the director;
(3) A statement that the plan of conversion is contingent upon obtaining favorable tax rulings from the Internal Revenue Service or an appropriate tax opinion;
(4) A statement that there is no assurance that the approval of the director or the approval of any appropriate federal authority or authorities will be obtained, and also no assurance that the favorable tax rulings or tax opinion will be received;
(5) The proposed record date for determining the eligible account holders entitled to receive nontransferable subscription rights to purchase capital stock of the applicant;
(6) A brief statement describing the circumstances that would require supplemental eligible account holders to receive nontransferable subscription rights to purchase capital stock of the applicant;
(7) A brief description of the plan of conversion;
(8) The par value and approximate number of shares of capital stock to be issued and sold under the plan of conversion;
(9) A brief statement as to the extent to which directors, officers, and employees will participate in the conversion;
(10) A statement that savings account holders will continue to hold accounts in the converted savings bank identical as to dollar amount, rate of return, and general terms and that their accounts will continue to be insured by the Federal Deposit Insurance Corporation;
(11) A statement that borrowers’ loans will be unaffected by conversion and that the amount, rate, maturity, security, and other conditions will remain contractually fixed as they existed prior to conversion;
(12) A statement that the normal business of the savings bank in accepting savings and making loans will continue without interruption; that the converted savings bank will continue after conversion to conduct its present services to savings account holders and borrowers under current policies to be carried on in existing offices and by the present management and staff;
(13) A statement that the plan of conversion may be substantively amended or terminated by the board of directors with the concurrence of the director; and
(14) A statement that questions of account holders may be answered by telephoning or writing to the savings bank.