N.Y. Comp. Codes R. & Regs. tit. 3 § 111.2

Current through Register Vol. 46, No. 43, October 23, 2024

Section 111.2 - Application

The letter application should

(a) be accompanied by the form of capital note or debenture, the agreement or indenture pursuant to which such notes or debentures are to be issued, and a certified copy of the resolution of the applicant's board of directors approving such issue, the form of note or debenture and the form of agreement or indenture, and designating an officer to submit the application and to take other necessary actions in connection therewith, and

(b) include the following information (a cross-reference to the appropriate section of the agreement or indenture may be substituted):

(1) aggregate dollar amount of the proposed issue;

(2) interest rate or rates to be paid on the proposed issue (if such rate or rates are not known at the time of application, a maximum rate should be estimated);

(3) maturity date of the proposed issue or if maturing in series, a schedule of amounts and maturity dates;

(4) call or prepayment provisions, if any, including the call periods, amounts which may be called therein and call prices. No optional prepayment in whole or in part of the unpaid principal of the notes or debentures may be made without the prior specific approval, in writing, of the superintendent;

(5) text of any subordination provision of the proposed issue, which should include the following or similar language:

Such obligation shall be junior and subordinate to the obligations of the bank to depositors and other creditors--except any such obligations expressly subordinated or made equal to the notes (debentures)--in that, in case of any receivership, conservatorship, liquidation, dissolution or winding up of the bank (or trust company), whether voluntary or involuntary, all obligations to depositors or creditors--except any expressly subordinated or made equal to the notes (debentures)--shall be paid in full before any payment shall be made on account of the principal or interest on the notes (debentures);

(6) if the proposed notes or debentures are to be convertible into capital stock, the applicant should include a detailed description of the conversion privilege including antidilution provisions, if any; [FN*]

(7) if payment for any part of the proposed issue is to be other than in cash, a complete description of the property proposed to constitute such payment and the value accorded to it by the applicant's board of directors; and

(8) the intended use of the proceeds.

The superintendent reserves the right to require additional information in connection with a particular application.

[FN*] See Supervisory Procedure CB 102, setting forth the procedure for amending an organization certificate to increase the authorized shares of capital stock.

N.Y. Comp. Codes R. & Regs. Tit. 3 § 111.2