reglab/statecodes huggingface dataset:
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart N - ACQUISITION OF CONTROL OF SAVINGS BANK › Section 1075.1710 - Anti-Takeover Provisions

Current through Register Vol. 48, No. 28, July 12, 2024
a) With
				approval of the Director, a savings bank may amend its articles of
				incorporation with regard to the acquisition by any person or persons of its
				equity securities. The savings bank shall file with its application for
				approval an opinion, acceptable to the Director, of counsel independent from
				the savings bank that the proposed amendments would be permitted to be adopted
				by a corporation chartered by Illinois pursuant to the Business Corporation Act
				of 1983 [805 ILCS 5 ].
b) No
				amendments of a savings bank's articles of incorporation pursuant to subsection
				(a) may be made or approved by the Director if the savings bank's capital is
				below requirements established by the Director or by federal law or if the
				savings bank's most recent composite rating (CAMEL) is composite 4 or composite
				5. This subsection shall not be construed to grant automatic approval of
				applications that do not fall within the restrictions of this
				subsection.
c) Other than specified
				in subsections (a) and (b), a savings bank shall amend its articles of
				incorporation in accordance with Section 7308-2 of the Act.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1800 - Subpart Exclusive - Prohibition on Conversion Without Approval - Waiver of Requirements

Current through Register Vol. 48, No. 28, July 12, 2024
This Subpart shall exclusively govern the conversion of
				  mutual savings banks to capital stock savings banks. No mutual savings bank may
				  convert to the capital stock form of organization without the prior written
				  approval of the Director pursuant to this Subpart. Notwithstanding any
				  provision of this Subpart, the Director may waive a requirement of this Subpart
				  if:
a) waiver is required by
				applicable federal law or regulation;
b) waiver avoids, ameliorates, or corrects a
				condition enumerated in Section 10001 of the Act or serves a purpose enumerated
				in Section 10002 of the Act;
c)
				waiver is due to unforeseen circumstances that leave no other reasonable course
				of action that complies with the requirement and waiver is not injurious to the
				converting savings bank and not inequitable to its members; or
d) waiver permits the converting savings bank
				to convert to stock form under terms or conditions available to a state or
				federal savings association or under terms or conditions permitted by the
				deposit insurance corporation.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1805 - Forms

Current through Register Vol. 48, No. 28, July 12, 2024
The Director may prescribe under this Subpart forms for use
				  by a mutual savings bank seeking to convert to a capital stock savings bank
				  pursuant to this Subpart.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1820 - Prohibition on Approval of Certain Applications for Conversion

Current through Register Vol. 48, No. 28, July 12, 2024
No application for conversion may be approved by the Director
				  if:
a) The plan of conversion adopted
				by the applicant's board of directors is not in accordance with this
				Subpart;
b) The conversion
				reasonably could be expected to result in a reduction of the applicant's
				capital below requirements established by the Director and by Federal
				law;
c) The conversion may result
				in a taxable reorganization of the applicant under the United States Internal
				Revenue Code of 1986 (
				26
				USC 1 et seq.), and the Director upon a
				written finding determines that the reorganization will endanger the safety and
				soundness of the converting savings bank;
d) The converted savings bank does not secure
				insurance of its deposit accounts backed by the full faith and credit of the
				United States government before commencing business; or
e) Where a holding company is contemplated,
				the holding company will not be either a bank holding company registered with
				the Federal Reserve Board under the Bank Holding Company Act (
				12
				USC 1841 et seq.) or a savings and loan
				holding company registered with the Office of Thrift Supervision under the Home
				Owners' Loan Act (
				12
				USC 1461 et seq.).
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1825 - Requirements of Plan of Conversion

Current through Register Vol. 48, No. 28, July 12, 2024
The plan of conversion shall contain all the provisions set
				  forth in Sections
				  1075.1830
				  through
				  1075.1905.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1830 - Issuance of Capital Stock - Price

Current through Register Vol. 48, No. 28, July 12, 2024
A converted savings bank shall issue and sell capital stock
				  at a total price at least equal to the estimated pro forma market value of the
				  stock issued in connection with the conversion, based on an independent
				  valuation, as provided in Section
				  1075.2070.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1835 - Stock Purchase Subscription Rights - Eligible Account Holders

Current through Register Vol. 48, No. 28, July 12, 2024
a) Each eligible
				account holder shall receive, without payment, nontransferable subscription
				rights to purchase capital stock in an amount ranging from .1% to 5% of the
				total offering, with each receiving subscription rights to the same percentage
				of capital stock, or in an amount that reflects a proportioned amount that is
				based on the amount of the eligible account holder's qualifying deposit
				relative to the total amount of qualifying deposits. The allocation of
				subscription rights to purchase shares of capital stock under this subsection
				shall not give the organization directors in the aggregate subscriptions equal
				to more than 20% of the total offering.
b) When a conversion plan is effected
				pursuant to Section
				1075.2170,
				the total number of shares refers to that number of shares not sold to the
				acquiror or acquirors designated in the plan.
c) Allotment
1) If the allotment made in this Section
				results in an oversubscription, the plan of conversion may provide that shares
				be allocated first to organization directors, officers and employees who have
				been account holders for the entire 5 years before the conversion. However, the
				Director may waive the 5 year requirement for an individual upon a written
				finding that the individual who has not been a 5 year account holder
				participated in and greatly contributed to rehabilitating the savings bank or
				that the waiver is necessary to maintain the savings bank's independent
				ownership. Any shares not allocated to the organization directors, officers and
				employees shall be allocated among other subscribing eligible account holders
				on an equitable basis, related to the amounts of their qualifying deposits, as
				may be provided in the plan of conversion.
2) For the purposes of shares allocated
				pursuant to subsection (c)(1), organization directors may be allocated
				additional shares in the same manner as other eligible account
				holders.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1840 - Stock Purchase Subscription Rights - Received by Officers, Organization Directors, and their Associates - Subordination

Current through Register Vol. 48, No. 28, July 12, 2024
Nontransferable subscription rights to purchase capital stock
				  received by officers and organization directors and affiliated persons of the
				  converting savings bank based on their increased deposits in the converting
				  savings bank in the one-year period preceding the eligibility record date shall
				  be subordinated to all other subscriptions involving the exercise of
				  nontransferable subscription rights to purchase shares pursuant to Section
				  1075.1835.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1845 - Supplemental Share Purchase Subscription Rights - Supplemental Eligible Account Holder - Conditions

Current through Register Vol. 48, No. 28, July 12, 2024
a) In plans
				with an eligibility record date that is more than 15 months before the date of
				the latest amendment to the application for conversion filed before the
				Director's approval, a supplemental eligibility record date shall be determined
				in which each supplemental eligible account holder of the converting savings
				bank shall receive, without payment, nontransferable subscription rights to
				purchase shares in an amount ranging from .1% to 5% of the total offering, with
				each receiving subscription rights to the same percentage of capital stock, or
				in an amount that is based on a proportioned amount that is based on the amount
				of the eligible account holder's qualifying deposit relative to the total
				amount of qualifying deposits in the converting savings bank on the
				supplemental eligibility record date. When a conversion plan is effected
				pursuant to Section
				1075.2170,
				the total number of shares refers to that number of shares not sold to the
				acquiror or acquirors designated in the plan.
b) Subscription rights received pursuant to
				this Section shall be subordinated to all rights received by eligible account
				holders to purchase shares pursuant to Sections
				1075.1835
				and
				1075.1840.
c) Any nontransferable subscription rights to
				purchase shares received by an eligible account holder in accordance with
				Sections
				1075.1835
				and
				1075.1840
				shall be applied in partial satisfaction of the subscription rights to be
				distributed pursuant to this Section.
d) In the event of an oversubscription for
				supplemental shares pursuant to this Section, shares shall be allocated among
				the subscribing supplemental eligible account holders on such equitable basis,
				related to the amounts of their respective qualifying deposits, as may be
				provided in the plan of conversion.
e) An organization director or officer of the
				converting savings bank shall be entitled to subscription rights as a
				supplemental eligible account holder only if:
1) the person is not also an eligible account
				holder entitled to subscription rights under Section 1075.1835; and
2) the person became a director or officer of
				the converting savings bank after the eligibility record date established under
				Section
				1075.1875.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1850 - Voting Members Who Are Not Eligible Account Holders

Current through Register Vol. 48, No. 28, July 12, 2024
a) Voting members who are not either eligible
				account holders or supplemental eligible account holders may receive, without
				payment, nontransferable subscription rights to purchase capital stock in an
				amount equal to the greater of the maximum purchase limitation established for
				the public offering or direct community offering, or one-tenth of one percent
				of the total offering of shares.
1)
				Subscription rights received pursuant to this Section shall be subordinated to
				all rights received by employee stock benefit plans, eligible account holders
				and supplemental account holders to purchase shares pursuant to Sections
				1075.1835,
				1075.1840,
				and
				1075.1845.
2) In the event of an oversubscription to
				capital stock pursuant to this Section, shares shall be allocated among the
				subscribing voting members on such equitable basis as may be provided in the
				plan of conversion.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1855 - Sale of Shares Not Sold in Subscription Offering - Methods - Conditions

Current through Register Vol. 48, No. 28, July 12, 2024
Any shares of the converting savings bank not sold in the
				  subscription offering shall either be sold in a public offering through an
				  underwriter or directly by the converting savings bank in a direct community
				  marketing, subject to the applicant demonstrating to the Director the
				  feasibility of the method of sale and to such conditions as may be provided in
				  the plan of conversion. The conditions shall include, but not be limited to,
				  the following.
a) A condition that any
				direct community offering by the converting savings bank shall give a
				preference to natural persons residing in the counties in which the savings
				bank has an office. The methods by which preference shall be given shall be
				approved by the Director.
b) A
				condition requiring the stock to be offered and sold in the public offering or
				the direct community offering, to be offered and sold in a manner that will
				achieve the widest distribution of the stock.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1860 - Uniform Sales Price of Shares Required - Application to Specify Arrangements on Sale of Shares Not Sold in Subscription Offering

Current through Register Vol. 48, No. 28, July 12, 2024
a) The sales price of the shares of capital
				stock to be sold in the conversion shall be a uniform price determined in
				accordance with Sections
				1075.2055,
				1075.2070,
				and
				1075.2090. The
				applicant shall specify in its conversion application the underwriting and
				other marketing arrangements to be made to assure the sale of all shares not
				sold in the subscription offering.
b) In a conversion of a mutual savings bank
				that is in the process of acquisition by a depository institution holding
				company or in the process of merger or consolidation with a depository
				institution, the pricing requirements of subsection (a) may be waived by the
				Director with respect to sales of shares of capital stock during the
				subscription offering to persons entitled to subscription rights under Sections
				1075.1835,
				1075.1845,
				1075,1850,
				1075.1910
				and
				1075.1925(b)
				and (c). Waiver shall be granted only upon a
				written finding by the Director that the provision is not inequitable to
				members and would not injure the converting savings bank and, in the case of a
				waiver for sales to employee stock benefit plans or management recognition
				plans under Section 1075.1910, only if employees of the converting savings bank
				are, or upon consummation of the acquisition, merger or consolidation, will be,
				eligible to participate in those plans. The finding of the Director shall
				include grounds as to why the provision is not inequitable or
				injurious.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1865 - Savings Account Holder to Receive Withdrawable Savings Accounts - Amount

Current through Register Vol. 48, No. 28, July 12, 2024
Each deposit account holder of the converting savings bank
				  shall receive, without payment, a deposit account or accounts in the converted
				  savings bank equal in amount, rate of return and general terms, to the
				  withdrawable account holder's deposit account or accounts in the pre-conversion
				  mutual savings bank.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1870 - Liquidation Account - Establishment and Maintenance Required

Current through Register Vol. 48, No. 28, July 12, 2024
A converting savings bank shall establish and maintain a
				  liquidation account for the benefit of eligible account holders and
				  supplemental eligible account holders in the event of a subsequent complete
				  liquidation of the converted savings bank, in accordance with Sections
				  1075.1940
				  through
				  1075.1960.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1875 - Establishment of Eligibility Record Date Required

Current through Register Vol. 48, No. 28, July 12, 2024
The applicant shall establish an eligibility record date,
				  which shall not be less than 90 days before the date of adoption of the plan by
				  the converting savings bank's board of directors.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1880 - Voting Rights

Current through Register Vol. 48, No. 28, July 12, 2024
Stockholders of the converted savings bank shall have
				  exclusive voting rights as prescribed in Section 4005 of The
				  Act.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1885 - Amendment and Termination of Plan of Conversion

Current through Register Vol. 48, No. 28, July 12, 2024
The plan of conversion adopted by the applicant's board of
				  directors may be amended or withdrawn by the board of directors at any time
				  before final approval of the Director and solicitation of proxies from the
				  applicant's members to vote on the plan, provided that no such amendment or
				  withdrawal shall be effective unless the Director is notified of the amendment
				  or withdrawal and the Director acknowledges receipt of notification. The plan
				  of conversion adopted by the applicant's board of directors may be amended or
				  withdrawn by the board of directors after final approval of the Director and
				  solicitation of proxies from the applicant's members to vote on the plan only
				  with the approval of the Director.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1890 - Restriction on Sale of Shares of Stock by Organization Directors and Officers

Current through Register Vol. 48, No. 28, July 12, 2024
a) All
				shares of capital stock purchased by organization directors on original issue
				in the conversion either directly from the savings bank (by subscription or
				otherwise) or from an underwriter of the shares shall be subject to the
				restriction that the shares shall not be sold for a period ranging from one
				year to 5 years following the date of purchase, except in the event of death of
				the organization director. Within the one-to-5 year range, the length of the
				restriction shall be determined by the savings bank.
b) Notwithstanding the sales restriction of
				subsection (a), after an organization director has owned such capital stock
				purchased on original issuance for a period of not less than one year from the
				date of purchase, an organization director may request the Director's
				permission to sell the stock. The Director may grant permission to sell the
				stock upon a written finding that:
1) the sale
				would substantially contribute to averting otherwise unavoidable injury to the
				savings bank; or
2) due to a change
				in the organization director's financial or personal circumstances that was
				unforeseen at the time of purchase of the stock, disallowing the sale would
				result in substantial, imminent and otherwise unavoidable hardship.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1895 - Conditions on Shares of Stock Subject to Restriction on Sale

Current through Register Vol. 48, No. 28, July 12, 2024
In connection with shares of capital stock subject to
				  restriction on sale:
a) each
				certificate for the stock shall bear a legend giving appropriate notice of the
				restriction;
b) appropriate
				instructions shall be issued to the transfer agent for the capital stock with
				respect to applicable restrictions on transfer of any such restricted stock;
				and
c) any shares issued as a stock
				dividend, stock split, or otherwise with respect to any such restricted stock
				shall be subject to the same restrictions as may apply to the restricted
				stock.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1900 - Registration of Securities - Marketing of Securities - Listing of Shares on Securities Exchange or NASDAQ Quotation System

Current through Register Vol. 48, No. 28, July 12, 2024
A converted savings bank or savings bank holding company
				  shall:
a) promptly register securities
				issued in its conversion pursuant to the Securities and Exchange Act of 1934 (
				15 USC 78 a et seq.) and undertake not to deregister the securities for a
				period of 3 years thereafter;
b)
				use its best efforts to encourage and assist a market maker to establish and
				maintain a market for the securities issued in connection with the conversion;
				and
c) use its best efforts to list
				those shares issued in connection with the conversion on a national or regional
				securities exchange or on the National Association of Securities Dealers
				Automated Quotations (NASDAQ) system.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1905 - Reasonable Expenses Required

Current through Register Vol. 48, No. 28, July 12, 2024
The expenses incurred in the conversion shall be
				  reasonable.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1910 - Employee Stock Benefit Plan - Priority

Current through Register Vol. 48, No. 28, July 12, 2024
a) Employee stock benefit plans in the
				aggregate have priority to purchase up to 15 percent of the total offering of
				shares of capital stock before eligible and supplemental eligible account
				holders and voting members who have subscription rights.
b) In addition to the subscription rights of
				employee stock benefit plans under subsection (a), management recognition plans
				and benefit income plans in the aggregate have priority to purchase up to 5% of
				the total offering of shares of capital stock before eligible and supplemental
				eligible account holders and voting members who have subscription
				rights.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1915 - Employee Stock Benefit Plan - Contributions

Current through Register Vol. 48, No. 28, July 12, 2024
Scheduled discretionary contributions to an employee stock
				  benefit plan may be made if the contributions do not cause the savings bank to
				  fail to meet capital requirements established by the Director or by federal
				  law.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1920 - Plan of Conversion - Prohibited Provisions

Current through Register Vol. 48, No. 28, July 12, 2024
a) The plan of conversion shall contain no
				provision that the Director determines to be inequitable or detrimental to the
				applicant, its account holders, or other savings banks or to be contrary to the
				public interest.
b) Except for
				loans to eligible account holders and supplemental eligible account holders
				that are fully secured by certificates of deposit with the converting savings
				bank of the account holders, the plan of conversion shall contain no provision
				that permits or requires the applicant to extend credit of any kind in any way
				or to distribute assets of any kind in any way to any person or entity to
				purchase the applicant's capital stock before or during the
				conversion.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1930 - Approval of Other Provisions

Current through Register Vol. 48, No. 28, July 12, 2024
The Director may approve other provisions upon a written
				  finding that the provision is not inequitable to members and will not injure
				  the converting savings bank. The written findings shall include grounds as to
				  why the provision is not inequitable or injurious.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1935 - Amount of Qualifying Deposit of Eligible Account Holder or Supplemental Eligible Account Holder

Current through Register Vol. 48, No. 28, July 12, 2024
a) Unless
				otherwise provided in the plan of conversion, the amount of the qualifying
				deposit of an eligible account holder or supplemental eligible account holder
				shall be the total of the deposit balances in the eligible account holder's or
				supplemental eligible account holder's deposit accounts in the converting
				savings bank as of the close of business on the eligibility record date or
				supplemental eligibility record date. However, the plan of conversion may
				provide that any deposit accounts with total deposit balances of less than
				$1000 (or any lesser amount) shall not constitute a qualifying
				deposit.
b) As used in this
				Section, the term "deposit account" includes a predecessor or successor account
				of a given savings account which is held only in the same right and capacity
				and on the same terms as the given deposit account. However, the plan of
				conversion may provide for lesser requirements for determining predecessor or
				successor accounts.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1940 - Liquidation Account - Establishment Required - Amount - Function

Current through Register Vol. 48, No. 28, July 12, 2024
Each converted savings bank shall, at the time of conversion,
				  establish a liquidation account in an amount equal to the amount of net worth
				  of the converting savings bank as of the latest practicable date before
				  conversion. For purposes of this Section, the savings bank, in the final
				  offering circular, shall use the net worth figure stated in its most recent
				  audited statement of financial condition, prepared according to Generally
				  Accepted Accounting Principles ("Accounting Standards Current Text General
				  Standards", June 1, 1992, no subsequent dates or editions. Financial Accounting
				  Standards Board, 401 Merritt 7, P. O. Box 5116, Norwalk, CT 06856-5116). The
				  function of the liquidation account is to establish a priority to be followed
				  on liquidation and, except as provided in Section
				  1075.1970,
				  the existence of the liquidation account shall not operate to restrict the use
				  or application of any of the capital accounts of the converted savings
				  bank.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1945 - Liquidation Account - Maintenance Required - Subaccounts

Current through Register Vol. 48, No. 28, July 12, 2024
The liquidation account shall be maintained by the converted
				  savings bank for the benefit of eligible account holders and supplemental
				  eligible account holders who maintain their savings accounts in the bank. Each
				  such eligible account holder and supplemental eligible account holder shall,
				  with respect to each savings account, have a related inchoate interest in a
				  portion of the liquidation account balance ("subaccount").
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1950 - Liquidation Account - Distribution Upon Complete Liquidation

Current through Register Vol. 48, No. 28, July 12, 2024
In the event of a complete liquidation of the converted
				  savings bank (and only in this event), each eligible account holder and
				  supplemental eligible account holder shall be entitled to receive a liquidation
				  distribution from the liquidation account, in the amount of the then current
				  adjusted subaccount balances for savings accounts then held, before any
				  liquidation distribution may be made with respect to capital stock. No merger,
				  consolidation, purchase of bulk assets with assumption of savings accounts and
				  other liabilities, or similar transaction, in which the converted savings bank
				  is not the survivor, is considered to be a complete liquidation for this
				  purpose. In these transactions, the liquidation account shall be assumed by the
				  surviving institution.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1955 - Liquidation Account - Determination of Subaccount Balances

Current through Register Vol. 48, No. 28, July 12, 2024
The initial subaccount balance for a savings account held by
				  an eligible account holder or supplemental eligible account holder shall be
				  determined by multiplying the opening balance in the liquidation account by a
				  fraction of which the numerator is the amount of qualifying deposits in the
				  savings account on the eligibility record date or the supplemental eligibility
				  record date and the denominator is the total amount of qualifying deposits of
				  all eligible account holders and supplemental eligible account holders in the
				  converting savings bank on these dates. For savings accounts in existence at
				  both dates, separate subaccounts shall be determined on the basis of the
				  qualifying deposits in these savings accounts on these record dates. The
				  initial subaccount balances shall not be increased, and it shall be subject to
				  downward adjustment as provided in Section
				  1075.1960.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1960 - Reduction of Subaccount Balance

Current through Register Vol. 48, No. 28, July 12, 2024
If the deposit balance in any deposit account of an eligible
				  account holder or supplemental eligible account holder at the close of business
				  on any annual closing date subsequent to the respective record dates is less
				  than the lesser of:
a) the deposit
				balance in the deposit account at the close of business on any other annual
				closing date subsequent to the eligibility record date; or
b) the amount of qualifying deposit as of the
				eligibility record date or the supplemental eligibility record date, the
				subaccount balance for the deposit account shall be adjusted by reducing the
				subaccount balance in an amount proportionate to the reduction in the deposit
				balance. In the event of such a downward adjustment, the subaccount balance
				shall not be subsequently increased, notwithstanding any increase in the
				deposit balance of the related deposit account. If any such deposit account is
				closed, the related subaccount balance shall be reduced to zero.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1965 - Converted Savings Bank Prohibited from Repurchasing its Stock Without Approval

Current through Register Vol. 48, No. 28, July 12, 2024
A converted savings bank shall not, for a period of one year
				  from the date of the completion of the conversion, repurchase any of its
				  capital stock, except that capital stock repurchases of no greater than 5% of
				  the capital stock issued in the conversion may be repurchased during this
				  one-year period if the Director finds that:
a) the repurchase would not adversely affect
				the financial condition of the savings bank;
b) the repurchase would not reduce the
				savings bank's capital below requirements established by the Director or
				federal law;
c) the repurchase
				would be equitable to shareholders;
d) the repurchase would be undertaken for
				legitimate business reason; and
e)
				the information submitted by the savings bank is sufficient upon which to base
				the findings required by this Section.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1970 - Limitation on Cash Dividends

Current through Register Vol. 48, No. 28, July 12, 2024
No converted savings bank may declare or pay a cash dividend
				  on, or repurchase any of, its capital stock unless the declaration or payment
				  repurchase dividend or repurchase would be in accordance with the requirements
				  of Section 5001(c) of the Act and would not reduce the capital of the converted
				  savings bank below the greatest of:
a)
				the amount required for the liquidation account;
b) the amount required by the Director;
				or
c) the amount required by
				federal law.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1975 - Dividends on Preferred Stock

Current through Register Vol. 48, No. 28, July 12, 2024
A converted mutual savings bank may pay dividends on
				  preferred stock at the rate or rates agreed in connection with the issuance of
				  preferred stock, if such issuance has been approved by the Director. However,
				  the Director shall approve no issuance or payment that would reduce the capital
				  of the converted savings bank below the greatest of:
a) the amount required for the liquidation
				account,
b) the amount required by
				the Director, or
c) the amount
				required by federal law.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1980 - Prohibitions on Offer, Sale, or Purchase of Securities

Current through Register Vol. 48, No. 28, July 12, 2024
a) In the offer, sale, or purchase of
				securities issued incident to its conversion, no savings bank or any
				organization director, officer, attorney, agent, or employee thereof may:
1) employ any device, scheme or artifice to
				defraud;
2) obtain money or
				property by any untrue statement of a material fact or any omission to state a
				material fact necessary to make the statements made, in the light of the
				circumstances under which they were made, not misleading; or
3) engage in any act, transaction, practice,
				or course of business that operates or would operate as a fraud or deceit upon
				a purchaser or seller.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1985 - Acquisitions of Control of a Converted Savings Bank

Current through Register Vol. 48, No. 28, July 12, 2024
Acquisition of control of a converted savings bank shall be
				  ineffective and void unless in accordance with Section 8015 of The Act and
				  Section
				  1075.1700.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1995 - Confidentiality of Consideration to Convert - Remedial Measures for Breach

Current through Register Vol. 48, No. 28, July 12, 2024
A savings bank that is considering converting pursuant to
				  this Subpart and its organization directors, officers, and employees shall keep
				  this consideration in the strictest confidence and shall only discuss the
				  potential conversion as would be consistent with the need to prepare
				  information for filing an application for conversion. Should this confidence be
				  breached, the Director may require remedial measures including:
a) a public statement by the savings bank
				that its board of directors is currently considering converting pursuant to
				this Subpart;
b) providing for an
				eligibility record date that shall be a date before the adoption of the plan by
				the converting savings bank's board of directors as to assure that the
				conversion is equitable;
c)
				limitation of the subscription rights of any person violating or aiding the
				violation of this Section; and
d)
				any other actions the Director may consider appropriate and necessary to assure
				the fairness and equitability of the conversion.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.2000 - Public Statement Authorized

Current through Register Vol. 48, No. 28, July 12, 2024
If it should become essential as a result of rumors before
				  the adoption of a plan of conversion by the applicant's board of directors, a
				  public statement limited to that purpose may be made by the
				  applicant.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.2005 - Adoption of Plan of Conversion - Notice to and Inspection by Account Holders - Statement and Letter - Press Release Authorized

Current through Register Vol. 48, No. 28, July 12, 2024
a) Promptly after the adoption of a plan of
				conversion by not less than two-thirds of its board of directors, the savings
				bank shall:
1) Notify, its account holders of
				the action by publishing a statement in a newspaper having general circulation
				in each community in which an office of the savings bank is located or by
				mailing a letter to each of its account holders; and
2) Have copies of the adopted plan of
				conversion available for inspection by its account holders at each office of
				the savings bank.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.2015 - Statement, Letter and Press Release - Contents Prohibited - Inquiries

Current through Register Vol. 48, No. 28, July 12, 2024
The statement, letter, and press release of the applicant
				  issued pursuant to Section
				  1075.2005
				  shall not include financial statements or describe the benefits of conversion
				  or the value of the capital stock of the savings bank upon conversion. In
				  replying to inquiries, the savings bank should limit its answers to the matters
				  listed in Section
				  1075.2010.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.2025 - Filing of Notice and Affidavit of Publication Required

Current through Register Vol. 48, No. 28, July 12, 2024
Promptly after publication of the notices prescribed in
				  Section
				  1075.2020
				  in this Part, the applicant shall file with the Director the notice and
				  affidavit of publication from each newspaper publisher in the manner the
				  Director shall require.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.2030 - Application Available for Public Inspection - Confidential Information

Current through Register Vol. 48, No. 28, July 12, 2024
Should the applicant desire to submit any information it
				  considers to be of a confidential nature regarding any portion of the
				  application under this Subpart, such information may be submitted pursuant to
				  Section
				  1075.2220(k).
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.2035 - Solicitation of Proxies; Proxy Statements

Current through Register Vol. 48, No. 28, July 12, 2024
a) Solicitations to which this Section
				applies - this Section applies to every solicitation of a proxy from a member
				of a savings bank for the meeting at which a plan of conversion will be voted
				upon, except the following:
1) any
				solicitation made otherwise than on behalf of the management of the savings
				bank where the total number of persons solicited is not more than 50;
2) any solicitation through the medium of a
				newspaper advertisement which informs members, following approval of the plan
				of conversion, of a source from which they may obtain copies of a proxy
				statement, form of proxy, or any other solicitation material and does no more
				than;
A) name the savings bank,
B) state the reason for the
				advertisement,
C) identify the
				proposal or proposals to be acted upon by members, and
D) urge members to vote at the
				meeting.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.2040 - Vote by Members

Current through Register Vol. 48, No. 28, July 12, 2024
a) Following
				approval of the plan of conversion by the Director, the plan of conversion
				shall be submitted for consideration to an annual or special meeting of
				members.
b) Notice of the meeting
				to consider a plan of conversion shall be given by the proxy statement
				authorized for use by the Director. For the purposes of this subsection (b),
				the proxy statement may be in summary form, provided:
1) A statement is made in bold-face type on
				the notice to members required under this subsection (b) that a more detailed
				description of the proposed transaction may be obtained by returning an
				attached postage-paid postcard or other written communication requesting a
				supplemental information statement that, together with the summary proxy
				statement, complies with the requirements of this Subpart;
2) The last date on which the summary proxy
				statement is mailed to members will be considered the date on which notice is
				given for the purposes of this subsection (b). Without prior approval by the
				Director, the special meeting of members shall not be held fewer than 20 days
				after the last date on which the supplemental information statement is mailed
				to requesting members;
3) The
				supplemental information statement required to be furnished to members may be
				combined with any form prescribed under Sections
				1075.2500
				through
				1075.2580,
				if the subscription offering is started concurrently with or during the proxy
				solicitation period pursuant to Section
				1075.1925(a);
4) The summary proxy statement shall be
				prepared in accordance with the following requirements:
A) All the requirements of Sections
				1075.2300
				through
				1075.2460,
				except:
i) Section
				1075.2360;
ii) Section
				1075.2370(c)
				through (m) and (o);
iii) Section
				1075.2440;
				and
iv) Section
				1075.2450(b).
B) The disclosure requirements of
				Sections
				1075.2380(j),
				1075.2390
				and
				1075.2430
				may be prepared in summary form.
C)
				The disclosure requirements of Section
				1075.2350
				may be met through disclosure of the names, ages, and present occupations of
				all organization directors and executive officers.
D) The plan of conversion shall not be
				required to be attached to the summary proxy statement under Section
				1075.2460.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.2045 - Offers and Sales of Securities - Prohibitions

Current through Register Vol. 48, No. 28, July 12, 2024
No offer to sell securities of an applicant pursuant to a
				  plan of conversion may be made before approval by the Director of the
				  application for conversion and before any approval necessary to maintain
				  federal deposit insurance. No sale of these securities in the subscription
				  offering may be made except by the final offering circular for the subscription
				  offering. No sale of unsubscribed securities may be made except by the final
				  offering circular for the public offering or direct community marketing. The
				  offering of shares in the direct community marketing may begin during the
				  subscription offering upon the declaration of effectiveness by the Director of
				  the offering circular proposed for the community offering. This Section shall
				  not apply to preliminary negotiations or agreements between an applicant and
				  any underwriter or among underwriters who are to be in privity of contract with
				  the applicant.
Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.2050 - Distribution of Offering Circulars Authorized

Current through Register Vol. 48, No. 28, July 12, 2024
Any preliminary offering circular for the subscription
				  offering, the public offering, or the direct community marketing which has been
				  filed with the Director may be distributed to eligible account holders or
				  supplemental eligible account holders and to others in connection with the
				  offering after the Director has advised the applicant in writing that the
				  application is properly executed and is not materially incomplete under Section
				  1075.2020.
				  No final offering circular may be distributed until the offering circular has
				  been declared effective by the Director.