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 1075.2580 - Offering Circular - Information with Respect to Public Offering or Direct Community Offering

Current through Register Vol. 48, No. 28, July 12, 2024
Each offering circular shall describe the material terms of
				  the plan or plans of distribution for all unsubscribed shares of capital stock
				  to the extent the description is not already in the proxy statement, including
				  the following:
a) If the shares are to
				be offered through underwriters, the outside front cover page of both offering
				circulars shall give the information called for by this subsection. In the case
				of the offering circular for any public offering, the information shall be
				given in substantially the tabular form set forth in this subsection. In any
				other case, the information may be given in narrative form. If the information
				is not known at the time of the subscription offering, so state and estimate.
Price to
Public
Underwriting Discounts and
							 Commissions
Proceeds to
Applicant
Per Share
$
$
$
Total
$
$
$
b)
				An offering circular for a public offering or direct community marketing, where
				the plan of conversion does not contain the optional provision permitted by
				Section
				1075.1925(g),
				may omit the description relating to the exercise of subscription rights
				required by Section
				1075.2570.
c) If any shares are to be offered through
				underwriters, the offering circular for the public offering shall state the
				names of the principal underwriters and the respective amounts underwritten by
				each. The names of the principal underwriters other than the managing
				underwriters and the respective amounts to be underwritten may be omitted from
				the offering circular for the subscription offering, unless the plan of
				conversion contains the optional provision permitted by Section 1075.2935(g).
				Each offering circular shall identify each principal underwriter having a
				material relationship to the applicant and state the nature of the
				relationship. Each offering circular shall state briefly the nature of the
				underwriter's obligation to take the unsubscribed shares.
d) The offering circular for the public
				offering shall state briefly the discounts and commissions to be allowed or
				paid to dealers in connection with the sale of the unsubscribed shares. This
				information may be omitted from the offering circular for any subscription
				offering, unless the plan of conversion contains the optional provision
				permitted by Section
				1075.1925(g).
e) If any shares are to be offered through
				underwriters, the offering circular for the public offering shall identify any
				principal underwriter that intends to confirm sales to any accounts over which
				it exercises discretionary authority and include an estimate of the number of
				shares so intended to be confirmed. The information may be omitted from the
				offering circular for any subscription offering. With respect to this
				subsection, the following shall apply:
1)
				Commissions include all cash, securities, contracts, or anything else of value,
				paid, to be set aside, disposed of, or understandings made with or for the
				benefit of any persons in which any underwriter or dealer is interested, in
				connection with the sale of the shares.
2) Only commissions paid by the applicant in
				cash are to be included in the table. Any other consideration to the
				underwriters shall be set forth following the table with a reference in the
				second column of the table. Any finder's fees or similar payments shall be
				appropriately disclosed.
3) All
				that is required as to the nature of the underwriters' obligation is whether
				the underwriters are, or will be, committed to take and to pay for all the
				shares if any are taken, or whether it is merely an agency of "best efforts"
				arrangement under which the underwriters are required to take and pay for only
				the shares they may sell to the public. Conditions precedent to the
				underwriters' taking the shares, including customary "market outs," need not be
				described. If a "best efforts" arrangement is used, describe any standby
				commitments for shares not sold.