2013 Indiana Code TITLE 28. FINANCIAL INSTITUTIONS ARTICLE 6.2. MUTUAL SAVINGS BANK HOLDING COMPANIES CHAPTER 3. ISSUANCE OF STOCK
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IC 28-6.2-3
Chapter 3. Issuance of Stock
IC 28-6.2-3-1
Written approval before issuance; criteria for approval
Sec. 1. (a) A savings bank subsidiary of a mutual holding
company, including a resulting or an acquiree savings bank, may not,
directly or indirectly, issue stock to persons other than its mutual
holding company parent without the prior written approval of the
department.
(b) The department shall approve a proposed stock issuance plan
upon determining that all of the following criteria are met:
(1) The plan:
(A) would provide the savings bank, its mutual holding
company, and any other savings bank subsidiaries of the
mutual holding company with sufficient capital; and
(B) would not be detrimental to the savings bank, its mutual
holding company, members of the mutual holding company,
or the interest of depositors of the savings bank.
(2) The proposed price or price range, the classification, and
any terms or conditions of the stock to be issued are reasonable.
(3) The plan is approved by the members of the mutual holding
company or, if the plan is part of a reorganization plan, by
members of the reorganizing savings bank, at a meeting of the
members of the mutual holding company or the reorganizing
savings bank.
(c) In determining whether the criteria set forth in subsection (b)
are met, the department may consider the following factors:
(1) The size, capital position, and quality of management of the
savings bank.
(2) The business objective of the savings bank.
(3) The dollar amount and number of shares to be issued under
the plan.
(4) The market conditions that may affect the plan.
(5) The existence of a trading market in, or methods of later
resale or repurchase of, the stock to be issued under the plan.
(6) Any benefits provided to the savings bank through employee
or director incentives.
As added by P.L.122-1994, SEC.101.
IC 28-6.2-3-2
Proposed price of stock
Sec. 2. Each application for approval of a proposed stock issuance
plan must state and explain the proposed sales price or the price
range if an exact price cannot be determined. The application must
do the following:
(1) Support the reasonableness of the proposed price or price
range by independent persons who are experienced in corporate
valuations.
(2) Indicate the basis for determination of the income to be
derived from the proceeds of the stock sale, demonstrate the
appropriateness of the earnings multiple used, and include all
assumptions regarding future earnings growth, if the proposed
price or price range is based upon a capitalization of the
projected income of the savings bank after the issuance of the
stock. If the proposed price or price range is based upon a
comparison of the stock of the savings bank with the issued and
outstanding stock of other stock savings banks or similar
institutions, those institutions must be reasonably comparable
to the savings bank in terms of size, asset composition, market
area, competitive conditions, profit history, expected future
earnings, and other stated relevant factors.
(3) State the amount of the discount and explain how that
discount was determined, if the proposed price or price range
includes any discount due to the minority status of the stock to
be offered.
(4) State any additional information about the pricing that the
department may request.
As added by P.L.122-1994, SEC.101.
IC 28-6.2-3-3
Representations regarding price of stock
Sec. 3. No representations may be made in any manner in
connection with the offer or sale of any stock issued under this
chapter that:
(1) the price, price range, or any other pricing information
related to a stock issuance has been approved by the
department;
(2) the stock has been approved by the department; or
(3) the department has endorsed the accuracy or adequacy of
any securities offering or sales documents disseminated in
connection with the stock.
As added by P.L.122-1994, SEC.101.
IC 28-6.2-3-4
Stock issuance plan requirements
Sec. 4. A stock issuance plan must do the following:
(1) Describe all significant terms of the proposed stock issuance
and include:
(A) any proposed stock order form; and
(B) any agreement or other document defining or limiting
the rights of stockholders.
(2) Provide that the aggregate outstanding voting common stock
owned or controlled by persons other than the mutual holding
company at the close of the issuance must be less than fifty
percent (50%) of the total number of shares of outstanding
voting common stock. This provision may be omitted if the
issuance will be conducted by a savings bank that was in the
stock form when acquired by its mutual holding company
parent if the savings bank is not a resulting savings bank or an
acquiree savings bank. Any stock that has no present or
contingent voting rights may be issued by a savings bank
subsidiary of a mutual holding company to persons other than
the savings bank's mutual holding company, consistent with
applicable law.
As added by P.L.122-1994, SEC.101.
IC 28-6.2-3-5
Purchase of stock through loaned funds
Sec. 5. A savings bank shall not offer or sell any stock to any
person or corporation whose purchase would be financed by funds
loaned to the person or corporation by the savings bank or any of its
affiliates, unless that borrowing is approved by the department.
As added by P.L.122-1994, SEC.101.
IC 28-6.2-3-6
Amendment or termination of stock issuance plan
Sec. 6. If proposed as part of a reorganization plan, a stock
issuance plan may be amended or terminated in the same manner as
the reorganization plan under IC 28-6.2-2-11.
As added by P.L.122-1994, SEC.101.
IC 28-6.2-3-7
Noncompleted stock issuance plan; termination; extensions
Sec. 7. A stock issuance plan will be terminated if not completed
within the time specified in the plan unless an extension is:
(1) requested in writing for good cause shown; and
(2) approved in writing by the department.
As added by P.L.122-1994, SEC.101.
IC 28-6.2-3-8
Stock issuance plan; discretionary provisions
Sec. 8. A stock issuance plan may provide the following:
(1) The offering may be commenced concurrently with or after
the mailing of any proxy statements to the members of the
reorganizing savings bank and any acquiree savings bank if the
stock issuance is part of a reorganization plan. The offering may
be concluded before the required membership votes if the offer
and sale of the stock is conditioned upon the approval of the
reorganization plan and issuance plan by the members of the
reorganizing savings bank and any acquiree savings bank.
(2) Any stock not sold in the offering may be sold in any other
manner provided in the stock issuance plan that is approved by
the department in writing.
(3) Instead of shares of stock, the savings bank may issue and
sell units of securities consisting of stock and long-term
warrants or other equity securities, in which event any reference
to stock in this chapter applies to units of equity securities
unless the context otherwise specifies or requires.
(4) Purchases of stock by persons or entities acting in concert,
or by associates, may not exceed a limit established under the
terms of the stock issuance plan.
As added by P.L.122-1994, SEC.101.
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