Revised Code of Washington
Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank.
32.32.240 - Confidentiality of consideration to convert—Remedial measures for breach.

RCW 32.32.240
Confidentiality of consideration to convert—Remedial measures for breach.

A savings bank which is considering converting pursuant to this chapter and its directors, officers, and employees shall keep this consideration in the strictest confidence and shall only discuss the potential conversion as would be consistent with the need to prepare information for filing an application for conversion. Should this confidence be breached the director may require remedial measures including:
(1) A public statement by the savings bank that its board of directors is currently considering converting pursuant to this chapter;
(2) Providing for an eligibility record date which shall be as of such a date prior to the adoption of the plan by the converting savings bank's board of directors as to assure the equitability of the conversion;
(3) Limitation of the subscription rights of any person violating or aiding the violation of this section to an amount deemed appropriate by the director; and
(4) Any other actions the director may deem appropriate and necessary to assure the fairness and equitability of the conversion.

[ 1994 c 92 § 369; 1981 c 85 § 47.]

Structure Revised Code of Washington

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.

32.32.015 - Forms.

32.32.020 - Request of noncompliance—Requirements.

32.32.025 - Definitions.

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.

32.32.050 - Stock purchase subscription rights received by officers, directors, and their associates—Subordination.

32.32.055 - Supplemental share purchase subscription rights—Supplemental eligible account holder—Conditions.

32.32.060 - Sale of shares not sold in subscription offering—Methods—Conditions.

32.32.065 - Limitation on subscription and purchase of shares by person with associate or group—Amount.

32.32.070 - Limitation on purchase of shares by officers, directors, and their associates—Amount.

32.32.075 - Prohibition on purchase of shares by officers, directors, and their associates—Exception.

32.32.080 - Uniform sales price of shares required—Application to specify arrangements on sale of shares not sold in subscription offering.

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.

32.32.120 - Registration of securities—Marketing of securities—Listing of shares on securities exchange or NASDAQ quotation system.

32.32.125 - Reasonable expenses required.

32.32.130 - Plan of conversion—Prohibited provisions.

32.32.135 - Plan of conversion—Permissible provisions.

32.32.140 - Purchase of certain shares of stock by directors, officers, and employees permitted—Conditions.

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.

32.32.180 - Amount of qualifying deposit of eligible account holder or supplemental eligible account holder.

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.

32.32.230 - Nonapproval of conversion unless acquisition of control within three years by certain companies prohibited.

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.

32.32.250 - Adoption of plan of conversion—Notice to and inspection by account holders—Statement and letter—Press release 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.

32.32.290 - Preliminary offering circular for subscription offering—Estimated subscription price range required.

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.

32.32.420 - Availability for conferences in advance of filing of application—Refusal of prefiling review.

32.32.425 - Appeal from refusal to approve application.

32.32.430 - Postconversion reports.

32.32.435 - Definitions.

32.32.440 - Certain agreement to transfer and transfers of ownership in rights or securities prohibited.

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.

32.32.485 - Amendments to charter required in application—Articles of incorporation—Filing of certificate required—Contents—Issuance and filing of authorization certificate.

32.32.490 - Amendments to articles of incorporation.

32.32.495 - Directors—Election—Meetings—Quorum—Oath—Vacancies.

32.32.497 - Conversions incident to acquisition by savings bank holding company or merger or consolidation with savings bank holding company subsidiary—Application of RCW 32.32.110 and 32.32.115.

32.32.500 - Merger, consolidation, conversion, etc.—Approval—Concentration limits.

32.32.505 - Intent—References in the Revised Code of Washington.

32.32.515 - Guaranty fund.

32.32.520 - "Funds" defined.

32.32.525 - Prohibition on certain securities and purchases—Exception.