At least two thrifts are developing a new structure designed to put mutual holding companies on par with their stock counterparts in corporate powers.
NVE Savings in Englewood, N.J., and Fidelity Bankshares in West Palm Beach, Fla., have applied to federal regulators for permission to form a stock holding company that would act as an intermediary between the stock- issuing thrift and the mutual holding company.
The unusual, three-tiered structure would allow the companies to repurchase stock, which mutual holding companies are now prohibited from doing, and buy or charter other institutions more easily.
"I can't see why anyone would use anything other than this structure in the future to form a mutual holding company," said Eric Luse, partner with the Washington law firm Luse Lehman Gorman Pomerenk & Schick, which represents $395 million-asset NVE and $779 million-asset Fidelity.
The goal of the new structure, which regulations in several states would already permit, is to give some of the same powers to mutual holding companies that their stock brethren already have. In particular, formation of a stock holding company between the thrift and mutual holding company would allow the mutuals to take advantage of state corporate governance laws, particularly for Delaware corporations.
The three-tiered organization would also permit mutual holding companies to buy back stock if their price goes down or they have too much capital.
Under the proposed plans, the intermediary entity, a stock holding company would own the thrift, issue its own stock to the mutual holding company and public shareholders, and retain capital.
Mutual holding companies, unlike stock institutions, are unable to repurchase shares - because federal regulations prevent them from retaining capital at the holding company level. And the thrift itself can't repurchase its stock without triggering a costly taxation of its bad-debt reserves, said Doug Faucette, partner with Muldoon Murphy & Faucette in Washington.
This is the first time the three-tiered structure has been tested, although several states in the Northeast already permit it. Mr. Luse said it's likely to be employed primarily in the Northeast and Midwest, where most of the mutuals are located.
Similar applications are being prepared by at least two other institutions, but have not yet been filed. One of the two is in Pennsylvania and is working with Mr. Luse, while NVE said the other potential applicant is Fair Lawn, N.J.-based Columbia Savings Bank, with $1.3 billion in assets.
