La. Admin. Code tit. 10 § VII-323

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

Section VII-323 - Actions after Board Approves Conversion

A. Promptly after the adoption of a plan of conversion by not less than two-thirds of its board of directors:

1. the savings bank shall:

a. notify its members of the action by publishing notice in a newspaper having general circulation in each community in which the home office and a branch office of the savings bank is located and/or by mailing a letter to each member. Copies of the published statement with publisher's affidavit of publication and any letter shall be filed with the commissioner as part of the application for conversion; and

b. have copies of the plan of conversion available for inspection by its members at each office;

2. the savings bank may also issue a press release with respect to the action. Copies of the press release shall be filed with the commissioner as part of the application for conversion;

3. the statement, letter, and press release, unless otherwise authorized by the commissioner upon a showing that the fairness or accuracy requires additional disclosures, shall be limited to, but need not contain all of, the following:

a. a statement that at least two-thirds of the board of directors has adopted a proposed plan to convert the savings bank from mutual to stock ownership;

b. a statement that the proposed plan of conversion must be approved by at least a majority of the votes eligible to be cast either in person or by proxy by members at a meeting at which the plan will be submitted for their approval;

c. a statement that existing proxies held with respect to voting rights in the institution will not be voted regarding the conversion, and that new proxies will be solicited for voting on the proposed plan of conversion;

d. a statement that a proxy statement setting forth more detailed information with respect to the proposed plan of conversion will be sent to members prior to the meeting of members;

e. a statement that the proposed plan of conversion is subject to approval by the commissioner and, if applicable, by appropriate (named) federal regulatory authorities before such plan can become effective, and that members of the applicant will have an opportunity to file written comments with the commissioner, including any objections and materials supporting such objections;

f. a statement that the proposed plan is contingent upon obtaining favorable tax rulings or opinions;

g. a statement that there is no assurance that the approval of the commissioner or of federal authorities (named) will be obtained, and also no assurance that favorable tax rulings or tax opinions will be received;

h. the proposed record date for determining the eligible account holders entitled to receive nontransferable subscription rights to purchase capital stock of the applicant;

i. a brief statement describing the circumstances that would require supplemental eligible account holders to receive nontransferable subscription rights to purchase capital stock of the applicant;

j. a brief statement as to the extent to which voting members will participate in the conversion;

k. a brief description of the proposed plan of conversion;

l. the par value (if any) and approximate number of shares of capital stock to be issued and sold under the proposed plan of conversion;

m. a brief statement as to the extent to which directors, officers, employees, their associates and associates of the applicant will participate in the conversion;

n. a statement that deposit account holders will continue to hold accounts in the converted savings bank identical as to dollar amount, rate of return, and general terms, and that their accounts will continue to be insured by the Federal Deposit Insurance Corporation (FDIC);

o. a statement that borrower's loans will be unaffected by conversion, and that the amount, rate, maturity, security, and other conditions will remain contractually fixed as they existed prior to conversion;

p. a statement that the normal business of the savings bank in accepting deposits and making loans will continue without interruption; and that the converted savings bank will continue after conversion to conduct its present services to deposit account holders and borrowers under current policies to be carried on in existing offices and by the present management and staff;

q. a statement that the proposed plan of conversion may be substantively amended by the board of directors as a result of comments from regulatory authorities prior to the meeting and that the proposed plan may also be terminated by the board of directors; and

r. a statement that questions of members will be answered in the proxy material to be sent after the regulatory approvals of the proposed plan of conversion have been obtained and that any questions at this time may be answered by telephoning or writing to the savings bank.

4. Such statement, letter, and/or press release shall not in any manner solicit proxies, include financial statements, or describe the benefits of conversion or the value of the capital stock of the savings bank upon conversion. In replying to inquiries, the savings bank shall limit its answers to the matters listed in Paragraph A.3 of this Section.

La. Admin. Code tit. 10, § VII-323

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.