Title 12, Part 192 — Conversions From Mutual to Stock Form

Purpose, prescribed forms, waiver.

Electronic filing.

Computation of time.

Forming a holding company upon conversion.

Forming a charitable organization upon conversion.

Acquiring another insured depository institution upon conversion.

Definitions.

Preparing for a conversion.

Information required in business plan.

Review of business plan by chief executive officer and board of directors.

Review of business plan by the appropriate Federal banking agency.

Confidentiality of conversion information.

Adoption of plan of conversion by board of directors.

Information required in plan of conversion.

Notifying members of adopted plan of conversion.

Amendments to plan of conversion.

Information required in an application for conversion.

Filing an application for conversion.

Request for confidential treatment.

Amendments to an application for conversion.

Public notice of an application for conversion.

Public comment on application for conversion.

Review, approval, or denial of application for conversion.

Court review of final action on application for conversion.

Approval of plan of conversion by members.

Members' voting eligibility.

Notice of members' meeting.

Submission of documents to the appropriate Federal banking agency after the members' meeting.

Compliance with proxy solicitation provisions.

Form of proxy requirements.

Previously executed proxies.

Proxies executed under this part.

Proxy statement requirements.

Filing revised proxy materials.

Mailing member's proxy solicitation materials.

Prohibited solicitations.

Remedial measures for prohibited solicitations.

Re-solicitation of proxies.

Offering circular requirements.

Distribution of offering circular.

Filing a post-effective amendment to an offering circular.

Order of priority to purchase conversion shares.

Timing of offer to sell conversion shares.

Pricing of conversion shares.

Procedures for the sale of conversion shares.

Prohibited sales practices.

Permissible forms of subscriber payment.

Interest on payments for conversion shares.

Subscription rights for eligible account holders and supplemental eligible account holders.

Officers, directors, and associates as eligible account holders.

Purchase of conversion shares by other voting members.

Limits on aggregate purchases by officers, directors, and associates.

Allocation of oversubscribed conversion shares.

Purchase of conversion shares by employee stock ownership plan.

Purchase limitations.

Community offering of conversion shares.

Other conditions for community and public offerings.

Time period for completion of sale of stock.

§ 192.405

Time period for completion of conversion.

Termination of conversion.

Charter amendments.

Corporate existence after conversion.

Stockholder voting rights after conversion.

Savings account holder's account after conversion.

Liquidation accounts.

Initial balance of liquidation account.

Initial balance of liquidation sub-account.

Retention of voting rights based on liquidation sub-accounts.

Required adjustments to liquidation sub-accounts.

Definition of liquidation.

Effect of liquidation account on net worth.

Required liquidation account provision in new Federal charter.

Permissible management stock benefit plans after conversion.

Restrictions on the trading of shares by directors, officers, and associates.

Repurchase of shares after conversion.

Information to be filed with Federal banking agency prior to repurchase of shares.

Declaring and paying dividends after the conversion.

Restrictions on acquisition of shares after conversion.

Other post-conversion requirements.

Donating conversion shares or conversion proceeds to a charitable organization.

Member approval of charitable contributions.

Limitations on charitable contributions.

Contents of organizational documents of charitable organization.

Conflicts of interest among directors.

Other requirements for charitable organizations.

Voluntary supervisory conversions.

Conducting a voluntary supervisory conversion.

Member rights in a voluntary supervisory conversion.

Eligibility for a voluntary supervisory conversion.

Eligibility of State-chartered savings bank for voluntary supervisory conversion.

Contents of plan of voluntary supervisory conversion.

Contents of voluntary supervisory conversion application.

Approval of voluntary supervisory conversion application.

Conditions imposed upon approval of voluntary supervisory conversion application.

Offer and sale of shares in a voluntary supervisory conversion.

Restrictions on acquisition of additional shares after voluntary supervisory conversion.