Stock Issuance Plan

Section 1075 Section 1075.1225  Stock Issuance Plan If the reorganizing savings bank offers stock to any party other than the mutual holding company, it shall submit a stock issuance plan that meets the following conditions: a)         At all times, a mutual holding company shall own and control more than 50% of each class of common stock and more than 50% of the capital stock in the aggregate, issued by the resulting savings bank, any acquiree savings bank, or any savings bank, in the mutual form when acquired.  The foregoing restriction shall not apply to an acquisition by a mutual holding company of a pre-existing depository institution. b)         Any capital stock issued and offered for sale by a subsidiary savings bank as described in subsection (a) of this Section, to persons other than the mutual holding company, shall be offered in accordance with Subpart O of this Part, but subject to subsection (d) of this Part except that: 1)         the words "mutual savings bank" shall refer to resulting savings banks or acquiree savings banks; 2)         references to conversion from mutual to stock form shall refer to mutual holding company reorganization; 3)         the words "plan of conversion" shall refer to the Reorganization Plan; 4)         the words "total offering', and "offering" shall refer to the minority portion of the capital stock issuance that may be offered and purchased by persons other than the mutual holding company; 5)         Sections 1075.1990 and 1075.2170 of this Part shall not apply; 6)         At Section 1075.2110 of this Part, the reference to Section 1075.2160 of this Part shall not apply and the words "converted savings bank" shall refer to the resulting stock savings bank; 7)         Nothing in Section 1075.2150 of this Part shall interfere with the requirements of subsection (a) of this Section; and 8)         At Section 1075.1950 of this Part, receipt of a liquidation distribution from the liquidation account shall be in the event of a complete liquidation of the mutual holding company rather than the converted savings bank. c)         To the extent the pricing materials submitted pursuant to Subpart O of this Part include any discount due to the minority status of the stock to be offered, the materials must indicate the amount of the discount and how that amount was determined.  Furthermore, if the plan calls for a waiver of dividends for the shares owned by the mutual holding company, the materials should indicate whether this waiver results in an ability to pay higher dividends to minority shareholders and, if so, why the discount is nonetheless warranted. d)         The Director may waive a requirement of Subpart O of this Part upon a finding that the waiver would not work an injury on the mutual holding company or its subsidiaries, that it would be inequitable to members and eligible account holders, that the reorganization, if the waiver is granted, provides protections and opportunities equivalent to those that would exist if no waiver were granted, and that no other course of action that fully complies with Subpart O of this Part and this Subpart exists.