STATE OF LOUISIANA
APPLICATION TO CONVERT A
MUTUAL SAVINGS BANK INTO A
STOCK OWNED SAVINGS BANK
USE OF APPLICATION
Preparation and Fees
This application shall be prepared by a mutual savings bank that proposes to convert to a stock owned savings bank. This application must demonstrate that the applicant complies with the provisions of the Savings Bank Conversions Rule. One complete manually signed copy with all exhibits, accompanied by an application fee of one thousand five hundred dollars ($1,500), shall be filed with the Commissioner, addressed to the Office of Financial Institutions, 8660 United Plaza Boulevard, Second Floor, Baton Rouge, Louisiana, 70809-7024.
The information provided should be presented in such a manner that the reader does not have to refer to the application in order to understand what is being conveyed. It is not necessary that the applicant restate the text of any of the material presented in this application, but the applicant should structure responses in such a manner as to clearly indicate the portion of the application to which the response applies. The non-applicability of any item should be affirmatively noted.
The following shall be also applicable:
(a) Include an index of Items and Sub-Items.
(b) Exhibits and inserts are permissible if referenced under the appropriate Item, with identification tabs attached.
(c) If required information is not reasonably or economically available to the applicant, explanation for its omission should be included.
(d) All information submitted in connection with your application is available for public review unless it is confidential in nature and qualifies for exemption under the Public Records Act. However, the determination of confidentiality and the discretion to release information which is exempt resides with the Commissioner.
After staff review of the filed materials, the applicant may be requested to furnish additional information as an amendment to the application. Further, the applicant may amend the application at its discretion. All amendments shall be clearly identified as such, numbered consecutively, and shall comply with all pertinent requirements of the application, including signature.
DEFINITION OF TERMS
“Applicant” means a mutual savings bank that has applied to convert to a stock owned savings bank pursuant to these provisions.
“Plan of Conversion” means a plan adopted by a mutual savings bank in order to convert into a stock owned savings bank pursuant to the Louisiana State Chartered Savings Banks Mutual to Stock Conversion Rule.
All information submitted in connection with your application is available for public inspection unless it is confidential in nature and it qualifies for exemption under any provision of the Public Records Act. The Commissioner has determined that application information is likely to be of such confidential nature, when meeting any of the three following exempt categories: (1) trade secrets and commercial or financial information obtained from a person and privileged or confidential; (2) personnel and medical files and similar files the disclosure of which would constitute a clearly unwarranted invasion of personal privacy; or (3) information contained in the application form which is the nature of examination report information. However, the determination of confidentiality and the discretion to release information which is exempt resides with the Commissioner.
PART I :
CERTIFICATION OF ADOPTION OF THE PLAN OF CONVERSION
The applicant shall complete Schedule A and shall attach a copy of the resolutions of the board of directors adopting the Plan of Conversion and authorizing the filing of the application for approval of the Plan of Conversion certified by the presiding officer and/or secretary of the applicant.
PART II :
PLAN OF CONVERSION
The initial Application shall include:
1) A Plan of Conversion which sets forth the terms and conditions of the conversion and the manner in which it is to be accomplished. The Plan of Conversion shall specifically provide that it may be substantively amended by the board of directors as a result of the comments of regulatory authorities and at any time with the approval of the Commissioner, and that the conversion may be terminated by the board of directors at any time. The Plan of Conversion approved by the Commissioner shall be distributed as an attachment to the proxy statement and offering circular.
2) A Business Plan of the resulting stock owned savings bank for the five-year period following the conversion. The plan shall contain Financial Projections (including annual pro forma balance sheets, statements of financial condition, income and expense reports and cash flow statements), details of proposed use of the proceeds of the stock sale, and a projected annual budget for the next fiscal year;
3) A proposed charter and bylaws of the applicant that will take effect upon conversion, and the name of the proposed savings bank.
4) A list of the full names, home addresses, and social security numbers of the directors and officers of the converting depository institution and holding company, if any. For those directors or officers who will begin service upon completion of the conversion, you must provide information as to their employment, affiliations with other financial institutions, personal financial statements, ownership in the institutions, felony convictions, and legal or administrative histories including pending litigation.
5) The addresses and telephone numbers for all branch offices, subsidiaries and loan production offices of the applicant;
6) Preliminary copies of the proxy statement and offering circular. The proxy statement and offering circular should be prepared in accordance with Forms PS and OC, respectively, which are attached to this Application.
7) Preliminary copies of the form of proxy to be distributed to members by management of the applicant.
8) A schedule which sets forth the expected chronological order of the events connected with the conversion beginning with the filing of this application through completion of the sale of all the capital stock under the Plan of Conversion. Indicate the expected timing of any requisite approvals by other regulatory authorities. Indicate the proposed timing of all aspects of such offering.
9) Indicate the circumstances that will require the use of a supplemental eligibility record date.
10) Comparison of pre- and post- Plan of Conversion capitalization of the converting institution.
11) Comparison of the compensation of officers, directors, and employees of the converting institution before the planned conversion, and that expected to be received thereafter, including board of director fees and advisory board fees. Any increase in compensation shall be stated as both a dollar figure and a percentage.
12) Any retirement plans to be entered into or revised pursuant to the Plan of Conversion for directors, officers, and employees, and an explanation of how the plans will be funded.
13) Any other director, officer, and employee benefits to be granted or offered, an explanation of any changes to such benefits, justification for such benefits, and explanation of how such benefits will be funded.
14) Explanation and justification for any stock discounts, stock options, or restricted or other stock awards, or cash bonuses offered to any person.
15) Description and justification for any benefits or donations planned to others, including for example, charitable contributions, economic development grants, and community development loan grants.
16) Provide in substantially the tabular form indicated below the estimated expense of the conversion to the applicant:
|Postage and Mailing
|Escrow or Agent Fees
|Transfer Agent Fees
|Audit and Accounting
|Proxy Solicitation Fees
(a) The applicant may exclude costs represented by salaries and wages of regular employees and officers if a statement to that effect is made.
The cost of solicitation by specially engaged employees or paid solicitors under paragraph (b) of Item 3 of Form PS shall be stated under “Proxy Solicitation Fees” in this Item.
(b) If the applicant has any category of expense exceeding $10,000 which is not specified in this Item, such expense shall be itemized rather than including it under the category “Other Expenses”.
(c) If the solicitation is conducted other than by management of the applicant, the information required in this Item shall be provided with respect to the cost of such solicitation.
17) State the general effect of any charter provisions, bylaw, contract, arrangement, statute, or regulation to be in effect during or after the conversion under which any underwriter, appraiser, lawyer, accountant or expert, or director or officer of the applicant will be insured or indemnified in any manner against any liability which he or she may incur in his or her capacity as such.
The following exhibits shall be attached to this Application:
Exhibit 1. COPIES OF DOCUMENTS, CONTACTS AND AGREEMENTS.
Furnish the following documents, contacts and agreements;
(a) Proposed certificates for capital stock and any other securities to be issued;
(b) Proposed order forms with respect to the subscription rights;
(c) Proposed charter and bylaws of the applicant to take effect upon conversion;
(d) Any proposed stock option plan and form of stock option agreement;
(e) All employment agreements and/or renumeration agreements with, or to be entered into with, directors, officers, or employees, as described in Item 6 of Form PS;
(f) Contracts or agreements with paid solicitors described in response to Item 3(b) of Form PS;
(g) Any material loan agreements relating to borrowing by the applicant other than from a Federal Home Loan Bank and other than subordinated debt securities approved by the Commissioner;
(h) Any appraisal agreement or proposed agreement, underwriting contracts or agreements among underwriters;
(i) Any proposed contracts or agreements among members of a group regarding the purchase of unsubscribed shares pursuant to section 307(E) of the Savings Bank Conversions Rule.
(j) Any required undertaking or affidavits by officers or directors purchasing shares in the conversion that they are acting independently;
(k) Any documents referred to in response to Part II, Paragraphs 11-15 and 17 of the application.
(l) Any trustee agreements or indentures;
(m) Any agreements for the making of markets or the listing on exchanges of the stock of the converted savings bank. Documents, contracts and agreements which are furnished in proposed form under this exhibit shall be furnished in final form immediately after the meeting of members to consider the Plan of Conversion, except for documents which by their nature cannot be practically expected until a later time required by items (i) and (j) of this exhibit, in which case they shall be furnished in substantially final form.
(n) Other documents, contracts or agreements which may be required by the Commissioner.
Exhibit 2. OPINION OF COUNSEL.
Furnish an opinion of counsel for the applicant regarding each of the following matters:
(a) The legal sufficiency of the applicant’s proposed certificates and order forms for capital stock and any other securities;
(b) Whether State and, if applicable, Federal law requirements will be fulfilled by the Plan of Conversion;
(c) The legal sufficiency of the applicant’s proposed charter and bylaws;
(d) The continuation of insurance of the applicant’s accounts by the Federal Deposit Insurance Corporation after conversion.
(e) The type and extent of each class of voting rights in the applicant after conversion.
Such opinion shall be filed in draft form with the application and shall be executed and delivered in final form within 10 days following closing and consummation of the proposed transaction. Such opinion shall conclude the conversion, stock issuance, etc. were legally conducted under the applicable law and regulations.
Exhibit 3. FEDERAL AND STATE TAX OPINIONS OR RULING.
(a) Furnish an opinion of the applicant’s tax advisor or an Internal Revenue Service ruling as to the Federal income tax consequences of the Plan of Conversion to the applicant and to the various account holders who receive nontransferable subscription rights to purchase capital stock.
(b) Furnish an opinion of the applicant’s tax advisor or, if applicable, a ruling from the appropriate State taxing authority as to any tax consequences of the Plan of Conversion under the laws of this State. Such opinion should relate to the applicant and to various account holders who receive nontransferable subscription rights to purchase capital stock.
Exhibit 4. VALUATION MATERIALS.
Furnish any material required to be filed by section 331 of the Savings Bank Conversions Rule regarding the valuation of the applicant’s capital stock, including a full, independent appraisal report on the value of the converting savings bank. An applicant is not required to file such materials with the initial application if the offering of capital stock will not commence before the meeting of members to vote on the Plan of Conversion; however, such information shall be filed prior to commencing the offering.
Exhibit 5. NOTICE TO MEMBERS.
Furnish the notices to the applicant’s members required by sections 323-329 of the Savings Bank Conversions Rule.
Exhibit 6. OTHER MATERIALS.
(a) If information required by an appropriate form is not given for the reasons specified in Part IV(B) of the application, furnish the statement required for each such omission.
(b) Furnish all consents required to be filed pursuant to Part IV(E) of the application.
(c) If applicable, furnish the statement required by Item 5 of Form PS regarding events which occurred within the last five years to directors of the applicant.
(d) Furnish any powers of attorney employed pursuant to Part IV(A)(2) of the application.
OTHER PROCEDURAL REQUIREMENTS.
(A) APPLICATION SIGNATURES.
(1) Every application and every amendment thereto filed shall be manually signed by:
(a) a duly authorized representative of the applicant on its behalf;
(b) its principal executive officer;
(c) its principal financial officer;
(d) its principal accounting officer; and
(e) at least two-thirds of its directors.
(2) If any name is signed to an application or any amendment thereto pursuant to a power of attorney, a manually signed copy of such power of attorney shall be filed with the application.
(3) Except as provided in paragraph (4) of this section, the filing of any application or amendment thereto under this rule shall constitute a representation of the applicant by its duly authorized representative, the applicant’s principal executive officer, the applicant’s principal financial officer, the applicant’s principal accounting officer, and each member of the applicant’s board of directors (whether or not such director has signed the application or any amendment thereto) severally that:
(a) s/he has read such application or amendment;
(b) in the opinion of each such person, s/he has made such examination and investigation as is necessary to express an informed opinion that such application or amendment complies, to the best of his or her knowledge and belief, with the applicable requirements of this rule; and
(c) each such person holds such informed opinion.
(4) The representations specified in paragraph (3) of this section shall not be deemed to have been made by any director of the applicant who did not sign the application or any amendment thereto, if, and only to the extent that, such director files with the Commissioner within 10 business days after the filing of such application or amendment a statement describing those portions of such filing as to which s/he does not so represent.
(B) INFORMATION UNKNOWN OR NOT REASONABLY AVAILABLE. Required information need be given only insofar as it is known or reasonably available to the applicant. If any required information is unknown and not reasonably available to the applicant, either because obtaining it would involve unreasonable effort or expense, or because it rests peculiarly within the knowledge of another person not affiliated with the applicant, the information may be omitted, subject to the following conditions:
(1) The applicant shall give such information on the subject as it possesses or can acquire without unreasonable effort or expense, together with the sources thereof; and
(2) The applicant shall include a statement either showing that unreasonable effort or expense would be involved or indicating the absence of any affiliation with the person within whose knowledge the information rests and stating the result of a request made to such person for the information.
(C) INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.
(1) Where an item in the application calls for information not required to be included in the proxy statement or offering circular, matter contained in any part of the application, including exhibits, may be incorporated by reference in answer, or partial answer, to such items. No information may be incorporated by reference in a proxy statement or offering circular, unless the document containing such information is attached thereto or is summarized or outlined. However, an offering circular may incorporate by reference the information contained in a proxy statement previously delivered, without need of summary or outline.
(2) Material incorporated by reference shall be clearly identified in the reference. An express statement that the specified matter is incorporated by reference shall be made at the particular place in the application where the information is required. Matter shall not be incorporated by reference in any case where such incorporation would render the statement incomplete, unclear, or confusing.
(D) PRESENTATION OF INFORMATION.
(1) The information required in a proxy statement or offering circular need not follow the order of the items or other requirements in the appropriate form. Such information shall not, however, be set forth in any fashion which obscures any of the required information or any information necessary to keep the required information from being incomplete or misleading.
(2) All information contained in a plan, proxy statement, or offering circular shall be set forth under appropriate captions or headings reasonably indicative of the principal subject matter set forth thereunder. Except as to financial statements and other tabular data, all information set forth shall be divided into reasonably short paragraphs or sections.
(3) Every proxy statement and offering circular shall include in the forepart thereof a reasonably detailed table of contents showing the subject matter of its various sections or subdivisions and the page number on which each such section or subdivision begins.
(4) All information to be required in a proxy statement or offering circular shall be clearly understandable without the necessity of referring to the particular form or to the regulations under this rule. Except as to financial statements and information required in tabular form, the information set forth in a proxy statement or offering circular may be expressed in condensed or summarized form.
(5) Financial statements are to be set forth in comparative form, and shall include the notes thereto and the accountant’s certificate or certificates.
(E) CONSENTS OF EXPERTS.
(1) If any accountant, attorney, investment banker, appraiser, or other persons whose professions give authority to a statement made in any application under this section is named as having prepared, reviewed, passed upon, or certified any part thereof, or any report or valuation for use in connection therewith, the written consent of such person shall be filed with the application. If any portion of a report of an expert is quoted or summarized as such in any filing under this section, the written consent of the expert shall expressly state that the expert consents to such quotation or summarization.
(2) All written consents filed pursuant to this subsection shall be dated and signed manually. A list of such consents shall be filed with the application. Where the consent of the expert is contained in the report, a reference shall be made in the list to the report containing such consent.
(F) CONSENTS OF PERSONS ABOUT TO BECOME DIRECTORS. If any person who has not signed an application is named in the proxy statement or offering circular as a potential director, the written consent of such person shall be filed with the application.
(G) AMENDMENTS. All amendments to any application under this section shall be filed under cover of an appropriate facing sheet, shall be numbered consecutively in the order in which they are filed, and shall conform to all pertinent regulations applicable to the type of application which they amend. Amendments shall be filed with the Commissioner and clearly indicate the portions of the original application which have been amended, such as by underlining new words and showing strike-throughs of words eliminated.
(H) POST-APPROVAL FILING REQUIREMENTS. An applicant whose plan has been approved by the Commissioner shall fulfill the following requirements:
(1) The applicant shall file with the Commissioner promptly after the meeting of members called to consider the plan, a certified copy of each resolution adopted at such meeting relating to the plan, together with the following information:
(a) the total number of votes eligible to be cast;
(b) the total number of votes represented in person or by proxy at the meeting;
(c) the total number of votes cast in favor of and against each such matter;
(d) the percentage of votes necessary to approve each such matter;
(e) the certified minutes of the meeting; and
(f) affidavits of publication of the notice of filing of an application.
The compilation of the votes cast at the meeting may be prepared by an independent public accountant or by an independent transfer agent.
(2) The applicant shall file with the Commissioner, promptly after the meeting of members called to consider the plan of conversion, an opinion of counsel to the effect that:
(a) The meeting of members was duly held in accordance with all requirements of applicable state and federal law and regulation;
(b) All requirements of state and federal law applicable to the conversion have been complied with; and
(c) If the savings bank has used proxies executed prior to the proxy solicitation required, the authority conferred by such proxies includes authority to vote on the plan.
(3) Each offering circular for the offering shall be prepared in compliance with the Savings Bank Conversions Rule. The applicant shall file with the Commissioner a copy of each preliminary offering circular and a copy of each final offering circular.
(I) POST-TRANSACTION REPORTS. The applicant shall file such post-transaction reports as the Commissioner may require, including a statement of the effective date of the conversion, reorganization or other transaction, the exact number of shares of stock of each institution acquired by (a) all persons and (b) the mutual holding company, if any.