12 C.F.R. § 563b.135 How do I notify my members that my board of directors approved a plan of conversion?
Title 12 - Banks and Banking
(a) Notice. You must promptly notify your members that your board of directors adopted a plan of conversion and that a copy of the plan is available for the members' inspection in your home office and in your branch offices. You must mail a letter to each member or publish a notice in the local newspaper in every local community where you have an office. You may also issue a press release. OTS may require broader publication, if necessary, to ensure adequate notice to your members. (b) Contents of notice. You may include any of the following statements and descriptions in your letter, notice, or press release. (1) Your board of directors adopted a proposed plan to convert from a mutual to a stock savings institution. (2) You will send your members a proxy statement with detailed information on the proposed conversion before you convene a members' meeting to vote on the conversion. (3) Your members will have an opportunity to approve or disapprove the proposed conversion at a meeting. At least a majority of the eligible votes must approve the conversion. (4) You will not vote existing proxies to approve or disapprove the conversion. You will solicit new proxies for voting on the proposed conversion. (5) OTS, and in the case of a state-chartered savings association, the appropriate state regulator, must approve the conversion before the conversion will be effective. Your members will have an opportunity to file written comments, including objections and materials supporting the objections, with OTS. (6) The IRS must issue a favorable tax ruling, or a tax expert must issue an appropriate tax opinion, on the tax consequences of your conversion before OTS will approve the conversion. The ruling or opinion must indicate the conversion will be a tax-free reorganization. (7) OTS, and in the case of a state-chartered savings association, the appropriate state regulator, might not approve the conversion, and the IRS or a tax expert might not issue a favorable tax ruling or tax opinion. (8) Savings account holders will continue to hold accounts in the converted savings association with the same dollar amounts, rates of return, and general terms as existing deposits. FDIC will continue to insure the accounts. (9) Your conversion will not affect borrowers' loans, including the amount, rate, maturity, security, and other contractual terms. (10) Your business of accepting deposits and making loans will continue without interruption. (11) Your current management and staff will continue to conduct current services for depositors and borrowers under current policies and in existing offices. (12) You may continue to be a member of the Federal Home Loan Bank System. (13) You may substantively amend your proposed plan of conversion before the members' meeting. (14) You may terminate the proposed conversion. (15) After OTS, and in the case of a state-chartered savings association, the appropriate state regulator, approves the proposed conversion, you will send proxy materials providing additional information. After you send proxy materials, members may telephone or write to you with additional questions. (16) The proposed record date for determining the eligible account holders who are entitled to receive subscription rights to purchase your shares. (17) A brief description of the circumstances under which supplemental eligible account holders will receive subscription rights to purchase your shares. (18) A brief description of how voting members may participate in the conversion. (19) A brief description of how directors, officers, and employees will participate in the conversion. (20) A brief description of the proposed plan of conversion. (21) The par value (if any) and approximate number of shares you will issue and sell in the conversion. (c) Other requirements. (1) You may not solicit proxies, provide financial statements, describe the benefits of conversion, or estimate the value of your shares upon conversion in the letter, notice, or press release. (2) If you respond to inquiries about the conversion, you may address only the matters listed in paragraph (b) of this section.
Title 12: Banks and Banking
PART 563b—CONVERSIONS FROM MUTUAL TO STOCK FORM
Subpart A—Standard Conversions
Plan of Conversion
§ 563b.135 How do I notify my members that my board of directors approved a plan of conversion?
