§ 192.660 Contents of voluntary supervisory conversion application. A savings association must include all of the following information and documents in a voluntary supervisory conversion application to the appropriate OCC licensing office if it is a Federal savings association and to the appropriate FDIC region if it is a State savings association under this subpart: ( a ) *Eligibility.* ( 1 ) Evidence establishing that the savings association meets the eligibility requirements under § 192.625 or § 192.630.
( 2 ) An opinion of qualified, independent counsel or an independent, certified public accountant regarding the tax consequences of the conversion, or an IRS ruling indicating that the transaction qualifies as a tax-free reorganization.
( 3 ) An opinion of independent counsel indicating that applicable State law authorizes the voluntary supervisory conversion, if the conversion involves a State-chartered savings association converting to State stock form.
( b ) *Plan of conversion.* A plan of voluntary supervisory conversion that complies with § 192.650.
( c ) *Business plan.* A business plan that complies with § 192.105, when required by the appropriate Federal banking agency.
( d ) *Financial data.* ( 1 ) The savings association's most recent audited financial statements and Consolidated Reports of Condition and Income or Call Report, as appropriate. The savings association must explain how its current capital levels make the savings association eligible to engage in a voluntary supervisory conversion under § 192.625 or § 192.630.
( 2 ) A description of the savings association's estimated conversion expenses.
( 3 ) Evidence supporting the value of any non-cash asset contributions. Appraisals must be acceptable to the appropriate Federal banking agency and the non-cash assets must meet all other appropriate Federal banking agency policy guidelines.
( 4 ) Pro forma financial statements that reflect the effects of the transaction. The savings association must identify its tangible, core, and risk-based capital levels and show the adjustments necessary to compute the capital levels. The savings association must prepare its pro forma statements in conformance with the appropriate Federal banking agency's regulations and the applicable accounting requirements.
( 5 ) A statement describing the aggregate number and percentage of shares that each director, officer, and any affiliates or associates of the director or officer will purchase.
( e ) *Proposed documents.* ( 1 ) The savings association's proposed charter and bylaws.
( 2 ) The savings association's proposed stock certificate form.
( 3 ) Any securities offering circular and other securities disclosure materials to be used in connection with the proposed voluntary supervisory conversion.
( f ) *Agreements.* ( 1 ) A copy of any agreements between the savings association and proposed purchasers.
( 2 ) A copy and description of all existing and proposed employment contracts. The savings association must describe the term, salary, and severance provisions of the contract, the identity and background of the officer or employee to be employed, and the amount of any conversion shares to be purchased by the officer or employee or his or her affiliates or associates.
( g ) *Related filings and applications.* ( 1 ) All filings required under the securities offering rules of 12 CFR parts 16 and 192.
( 2 ) Any required Change in Bank Control Act notice and rebuttal of control submissions under 12 U.S.C. 1817(j) and 12 CFR 5.50, or copies of any Holding Company Act applications, including prior-conduct certifications listed under the appropriate Federal banking agency's regulatory guidance.
( 3 ) A subordinated debt application, if applicable.
( 4 ) Applications for permission to organize a stock association and for approval of a merger, if applicable, and a copy of any application for FDIC insurance of accounts, if applicable.
( 5 ) A statement describing any other applications required under Federal or State banking laws for all transactions related to the conversion, copies of all dispositive documents issued by regulatory authorities relating to the applications, and, if requested by the appropriate Federal banking agency, copies of the applications and related documents.
( h ) *Other information.* ( 1 ) A statement indicating the role each director, officer, and affiliate of the savings association or associate of the director or officer will have after the conversion.
( 2 ) Any additional information requested by the OCC, as authorized by law.
( i ) *Waiver request.* A description of any of the features of the savings association's application that do not conform to the requirements of this subpart, including any request for waiver of these requirements.