La. Admin. Code tit. 10 § VII-307

Current through Register Vol. 50, No. 11, November 20, 2024

Section VII-307 - Optional Provisions in Plan of Conversion

A. A plan of conversion may provide any of the following, subject to the stated restrictions.

1. Timing of Public Offerings. The converting savings bank may commence the direct community offering or the public offering, or both, concurrently with or at any time during the subscription offering. The subscription offering may be commenced concurrently with or at any time after the mailing of the proxy statement to members, pursuant to §329. C The subscription offering may be closed before the meeting of members held to vote on the plan of conversion, provided that the offer and sale of the capital stock shall be conditioned upon the members' approval of the plan of conversion as provided in §329

2. Minimum/Maximum Limits on Stock Purchases. Purchases of stock made by subscription or in any public or direct community offering may be subject to minimum and/or maximum dollar and/or numerical share limits. Such limits shall be reasonable and fair in consideration of factors such as the size of the applicant, the amount of the typical qualifying deposit in the applicant, the reasons for such limitations, and other factors. Such limits are subject to approval by the commissioner.

3. Requirement That Offering Circular Be Requested. The converting savings bank may require its members and/or eligible account holders and supplemental eligible account holders who are not voting members pursuant to §329 D, (collectively referred to hereafter as "such persons") to return by a reasonable date certain a postage-paid written communication provided by the converting savings bank requesting receipt of a subscription offering circular, or a preliminary or final offering circular in an offering under Paragraph A.4 of this Section, in order to be entitled to receive an offering circular from the converting savings bank, provided that such offering shall not be closed until the expiration of 30 days after the mailing to such members of the postage-paid written communication. If such offering is not commenced within 45 days after the meeting of members, the converting savings bank that has adopted this optional provision shall transmit no more than 30 days prior to the commencement of such offering, to each of such members who had been furnished with either a notice or proxy soliciting materials, written notice of the commencement of the offering, which shall state that the converting savings bank is not required to furnish an offering circular to such members unless they return by a reasonable date certain the postage-paid written communication provided, requesting receipt of an offering circular.

4. Procedure for Exercising Subscription Rights. Instead of a separate subscription offering, all subscription rights issued in connection with the conversion may be exercisable by delivery of properly completed and executed order forms to the underwriters or selling group for the public offering or pursuant to any other procedure, subject to the applicant demonstrating to the commissioner the feasibility of the method of exercising the rights and the conditions as provided in the plan of conversion.

5. Unsold Shares. Any insignificant residue of shares of the converting savings bank not sold in the subscription, public or community offering may be sold in another manner as provided in the plan with the commissioner's approval.

6. Sale of Discounted Stock. The plan may require a six-month holding period prior to the sale of the converted institution's stock which was sold at a discount in connection with the conversion or a merger.

7. Local Community Preference. The plan may give a preference in the purchase of shares in the subscription offering to eligible and supplemental eligible account holders residing in the savings bank's local community or within 100 miles of the savings bank's home or branch office(s).

8. Other Provisions. The commissioner may approve other provisions as are reasonable or necessary for the conversion.

La. Admin. Code tit. 10, § VII-307

Promulgated by the Department of Economic Development, Office of Financial Institutions, LR 21:1069 (October 1995).

AUTHORITY NOTE: Promulgated in accordance with R.S. 6:1141.