American Security Corp., parent firm of the District's second-largest commercial bank, plans to begin offering to its stockholders in the near future a dividend reinvestment plan unique to the banking industry.
No public announcement of the plan has been made by the bank company but American Security president W. Jarvis Moody told stockholders at the annual meeting yesterday he couldn't talk about the outlook for 1977 because the firm is "in registration" - which means that a prospectus for a future public offering of stock had been filed with the Securities and Exchange Commission.
He made no mention of the dividend plan at a generally rountine business meeting and American Security officials later declined to discuss the subject, citing advice from their lawyers related to SEC rules on touting stock.
A prospectus filed with the SEC, however, revealed that the Washington financial institution is proposing to offer stockholders the right to buy additional shares at a discount and without payment of a brokerage commission.
Stockholders would be permitted not only to plow back normal dividend payments into additional stock purchases but also to add cash of their own in amounts not less than $25 and not more than $500 per quarterly dividend period.
The purchase price of all shares under the plan will be 95 per cent of the average daily bid and asked prices in the over-the-counter market for five trading days prior to investment. This 5 per cent discount and the elimination of brokerage fees will add up to a discount of close to 10 per cent for smaller investors, brokerage industry sources stated.
The only charge planned by American Security will be a service charge of $3 each quarter to every participant in the plan.
"The purpose of the plan is to provide holders of common stock of the company with a simple and convenient way of investing cash dividends and optional cash payments in additional shares of common stock will be purchased from the company, the company will recieve additional funds for general corporate purpose," according to the preliminary registered statement at the SEC.
Many companies have established programs for automatic dividend reinvestments but only a few - notably utilities - have gone so far as to give a 5 per cent discount on the purchase price with no brokeage commission.
THe dividend reinvestment plan is attached to a seprate prospectus for an American Security stock option plan, which happened to be the only subject of controversy at yesterday's meeting.
Stockholder Lawrence I. Peak, joined by several others, objected strongly to a stock option plan approved last August for key executive of the bank, providing up to a maximum of 50,000 unissued shares at the market price; as on Jan 31, options for 112,000 shares had been granted.
Peak complained that the plan was "loosely drawn" with no requirement for increased performance as a qualification. Chairman Carleton M. Stewart, who has been granted options for 20,000 shares valued at more than $800,000, said American Security is "now working in a national financial market," and must compete with banks in New York, Chicago and San Francisco for top officers. He said ASC's options plan is similar to incentive programs throughout American business.
Peak offered an amendment to the plan, that would peg future options to earnings growth and prevent sales of stock purchased with options for three years. It was defeated over-whelmingly and stockholders retified the options plan reelected all current directors.