RCW 32.32.230
Nonapproval of conversion unless acquisition of control within three years by certain companies prohibited.
(1) No conversion may be approved by the director unless the plan of conversion provides that the converted savings bank shall enter into an agreement with the director, in form satisfactory to the director, which shall provide that for a period of three years following the conversion any company significantly engaged in an unrelated business activity, either directly or through an affiliate thereof, shall not be permitted, regardless of the form of the transaction, to acquire control of the converted savings bank. Any acquisition of a converted savings bank shall also comply with RCW 32.32.228.
(2) As used in this section:
(a) The term "affiliate" means any person or company which controls, is controlled by, or is under common control with, a specified company.
(b) A person or company shall be deemed to have "control" of:
(i) A savings bank if the person directly or indirectly or acting in concert with one or more other persons, or through one or more subsidiaries, owns, controls, or holds with power to vote, or holds proxies representing, more than twenty-five percent of the voting shares of the savings bank, or controls in any manner the election of a majority of the directors of the bank;
(ii) Any other company if the person directly or indirectly or acting in concert with one or more other persons, or through one or more subsidiaries, owns, controls, or holds with power to vote, or holds proxies representing, more than twenty-five percent of the voting shares or rights of the other company, or controls in any manner the election or appointment of a majority of the directors or trustees of the other company, or is a general partner in or has contributed more than twenty-five percent of the capital of the other company;
(iii) A trust if the person is a trustee thereof; or
(iv) A savings bank or any other company if the director determines, after reasonable notice and opportunity for hearing, that the person directly or indirectly exercises a controlling influence over the management or policies of the savings bank or other company.
(c) A company shall be deemed to be "significantly engaged" in an unrelated business activity if its unrelated business activities would represent, on either an actual or a pro forma basis, more than fifteen percent of its consolidated net worth at the close of this preceding fiscal year or of its consolidated net earnings for such fiscal year.
(d) The term "unrelated business activity" means any business activity not authorized for a savings bank or any subsidiary thereof.
[ 1994 c 92 § 367; 1985 c 56 § 26; 1981 c 85 § 45.]
Structure Revised Code of Washington
Title 32 - Washington Savings Bank Act
Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank.
32.32.010 - Chapter exclusive—Prohibition on conversion without approval—Waiver of requirements.
32.32.020 - Request of noncompliance—Requirements.
32.32.030 - Prohibition on approval of certain applications for conversion.
32.32.035 - Requirements of plan of conversion.
32.32.040 - Issuance of capital stock—Price.
32.32.042 - Shares—Certificate not required.
32.32.045 - Stock purchase subscription rights—Eligible account holders.
32.32.060 - Sale of shares not sold in subscription offering—Methods—Conditions.
32.32.070 - Limitation on purchase of shares by officers, directors, and their associates—Amount.
32.32.085 - Savings account holder to receive withdrawable savings account(s)—Amount.
32.32.090 - Liquidation account—Establishment and maintenance required.
32.32.095 - Establishment of eligibility record date required.
32.32.100 - Capital stock—Voting rights.
32.32.105 - Amendment and termination of plan of conversion.
32.32.110 - Restriction on sale of shares of stock by directors and officers.
32.32.115 - Conditions on shares of stock subject to restriction on sale.
32.32.125 - Reasonable expenses required.
32.32.130 - Plan of conversion—Prohibited provisions.
32.32.135 - Plan of conversion—Permissible provisions.
32.32.145 - Receipt of certain subscription rights by account holders permitted—Amount—Conditions.
32.32.150 - Permissible sales of insignificant residue of shares.
32.32.155 - Limitation on number of shares subscribed in subscription offering permitted.
32.32.160 - Minimum purchase requirement in exercise of subscription rights permitted.
32.32.165 - Stock option plan permitted—Reserved shares.
32.32.170 - Issuance of securities in lieu of capital stock permitted—References to capital stock.
32.32.175 - Approval of other equitable provisions.
32.32.185 - Liquidation account—Establishment required—Amount—Function.
32.32.190 - Liquidation account—Maintenance required—Subaccounts.
32.32.195 - Liquidation account—Distribution upon complete liquidation.
32.32.200 - Liquidation account—Determination of subaccount balances.
32.32.205 - Reduction of subaccount balance.
32.32.210 - Converted savings bank prohibited from repurchasing its stock without approval.
32.32.215 - Limitation on cash dividends.
32.32.220 - Limitation on certain cash dividends within ten years of conversion.
32.32.222 - Dividends on preferred stock.
32.32.225 - Prohibitions on offer, sale, or purchase of securities.
32.32.228 - Acquisition of control of a converted savings bank—State reciprocity—Definitions.
32.32.235 - Plan of conversion—Charter restrictions permitted.
32.32.240 - Confidentiality of consideration to convert—Remedial measures for breach.
32.32.245 - Public statement authorized.
32.32.255 - Statement, letter, and press release—Content permitted.
32.32.260 - Statement, letter, and press release—Contents prohibited—Inquiries.
32.32.265 - Notices of filing of application—Requests for subscription offering circular.
32.32.270 - Filing of notice and affidavit of publication required.
32.32.275 - Applications available for public inspection—Confidential information.
32.32.280 - Offers and sales of securities—Prohibitions.
32.32.285 - Distribution of offering circulars authorized.
32.32.295 - Review of price information by director.
32.32.300 - Underwriting commissions.
32.32.305 - Consideration of pricing information by director—Guidelines.
32.32.310 - Submission of information by applicant.
32.32.315 - Subscription offering—Distribution of order forms for the purchase of shares.
32.32.320 - Order forms—Final offering circular and detailed instructions.
32.32.325 - Subscription price.
32.32.330 - Order form—Contents.
32.32.335 - Order form—Additional provision authorized—Payment by withdrawal.
32.32.340 - Time period for completion of sale of all shares of capital stock.
32.32.345 - Copies of application for approval to be filed.
32.32.350 - Nonacceptance and return of applications.
32.32.355 - Continuity of corporate existence.
32.32.360 - Form of application.
32.32.365 - Representations upon filing of application.
32.32.370 - Representations upon filing of application—Exception.
32.32.375 - Application to furnish information.
32.32.380 - Application—Additional information required.
32.32.385 - Omission of certain information permitted—Conditions.
32.32.390 - Offering circular—Certain manner of presentation of required information prohibited.
32.32.395 - Form and contents of filings.
32.32.400 - Conformance required to order prohibiting the use of any filing.
32.32.405 - Application—Certain named persons—Filing of written consent required.
32.32.410 - Offering circular—Certain named persons—Filing of written consent required.
32.32.415 - Date of receipt—Date of filing.
32.32.425 - Appeal from refusal to approve application.
32.32.430 - Postconversion reports.
32.32.445 - Certain offers and announcements on securities prohibited.
32.32.450 - Certain offers and acquisitions prohibited.
32.32.455 - Nonapplicability of RCW 32.32.440 and 32.32.445.
32.32.460 - Nonapplicability of RCW 32.32.445 and 32.32.450.
32.32.465 - Nonapplicability of RCW 32.32.450.
32.32.470 - Approval of certain applications prohibited.
32.32.475 - Penalty for violations.
32.32.480 - Name of converted savings bank.
32.32.490 - Amendments to articles of incorporation.
32.32.495 - Directors—Election—Meetings—Quorum—Oath—Vacancies.
32.32.500 - Merger, consolidation, conversion, etc.—Approval—Concentration limits.
32.32.505 - Intent—References in the Revised Code of Washington.
32.32.525 - Prohibition on certain securities and purchases—Exception.