WASHINGTON -- The Federal Deposit Insurance Corp. has decided to allow state-chartered mutual savings banks to give away some of their capital as they sell stock for the first time.
Mutual thrift executives opposed the rule, worrying that they will-be under pressure to convert to stock-ownership and give away part of the initial offering to depositors.
Both the FDIC and the Office of Thrift Supervision on Tuesday released final rules for mutual institutions convening to stock ownership form.
The rules, which take effect in January, respond to congressional complaints about excessive insider profits in the deals. Top thrift executives pocketed at least $146 million from the wave of recent deals. Congress urged the OTS and the FDIC to crack down on insider enrichment in the deals. Lawmakers also asked both to adopt similar rules to ensure that managers at state-chartered thrills wouldn't be eligible for larger payouts in public offerings.
In the past few years, a handful of state regulators allowed managements to double the amount of free stock they got in the deals. As a result, many mutual thrifts changed to state charters.
Acting OTS Director Jonathan L. Fiechter said mutual thrifts, "will now face virtually the same requirements and limitations, regardless of whether they are supervised by the FDIC or the OTS."
"Agencies in Washington should try to be consistent wherever possible," said FDIC Chairman Ricki R. Tigert.
But the new FDIC standards differ from the OTS rules on one controversial matter: The thrift regulatory agency will not allow thrifts to give my stock to depositors. As a result, only statechartered savings banks, regulated by the FDIC, will be able to give away stock to depositors.
The FDIC rules are also far less detailed than OTS rules on management benefits and appraisals. As a result, what deals will be approved will be determined by how the agency enforces its rules.
Under new OTs rules, management is barred from awarding itself free stock, although shareholders may later approve up to 4% of the stock sold. The FDIC rules do not impose direct limits, but say the agency will presume any awards higher than that amount are excessive.
Both agencies will also impose new Community Reinvestment Act-type requirements for thrifts converting to stock form.
There are less controversial differences between the two sets of rules, but the FDIC said most stem from differing legal authority.
Both regulators have rejected geographic restrictions on who can buy stock. Under proposed rules, the OTS required institutions to give preference for the sale of stock to depositors who lived within 100 miles of the institution. The agency has now made those limits optional, and the FDIC is silent on the matter.
The two agencies take a similar approach to merger conversions. The OTS has backed off from its earlier ban on bank takeovers of healthy mutuals. The FDIC has said it won't ban the deals, but won't make them easy either.
In some ways, the new rules reflect the fact that the thrift industry has regained its health.
"This agency's regulations in the mid-to-late 1980s with an underwater thrift industry were geared to telling institutions, 'Please, please, convert,'" said V. Gerard Comizio, deputy chief counsel at the OTS. Regulators wanted to encourage institutions to raise capital by converting even if it meant handing out large insider profits.