California Code of Regulations › Title 10 - Investment › Chapter 2 - Savings and Loan Commissioner › Subchapter 3 - Applications and Hearings › Article 2 - Applications and Hearings for Mergers, Consolidations, or Transfers of Property and Assets of Existing Associations › Section 103.210 - Proxy Statement Filing

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
(a) No copies of the proxy statement, form of
				  proxy, or any other soliciting material shall be furnished to stockholders or
				  shareholders unless copies thereof, in triplicate, are filed either as a part
				  of the application or separately with the Commissioner for approval and
				  approved fifteen (15) days prior to the date that copies of such material are
				  first sent or given to stockholders or shareholders or such shorter period
				  prior to that date as the Commissioner may authorize upon good cause
				  therefor.
(b) Every "Registered
				  Association" shall, and any other association may, prepare its proxy statement
				  in accordance with the proxy regulations of the Securities and Exchange
				  Commission.
Each association with prepares its proxy statement in
					 accordance with the proxy regulations of the Securities and Exchange Commission
					 shall also include the material in subsection
					 103.210(e)(7)
					 required of other associations.
(c) The proxy statement of each association
				  which is not prepared in accordance with the proxy regulations of the
				  Securities and Exchange Commission shall contain all information and disclose
				  all material facts necessary for the making of an informed judgment on the
				  advisability of the merger and ordinarily shall contain substantially all of
				  the following information:
(1) Table of
				  contents;
(2) Date of proxy
				  statement, which shall be the approximate date of first mailing to stockholders
				  or shareholders;
(3) Identification
				  of person making solicitation;
(4)
				  Statement of use to be made of stockholders' or shareholders' proxy and its
				  revocability and that only proxies obtained by this solicitation are to be
				  voted on the merger;
(5) Statement
				  of method of solicitation and payment of costs;
(6) With respect to outstanding voting
				  securities and voting rights, statements:
(A)
				  Of record date, meeting date and number of outstanding shares or
				  votes;
(B) Listing all persons who,
				  together with associates, are known to own of record or beneficially, five
				  percent (5%) or more of outstanding guarantee stock or voting shares of the
				  association.
(C) For each person
				  listed, showing amount and percent of stock or shares held of record and of
				  beneficial ownership.
(D) As to
				  each class of voting securities entitled to be voted at the meeting, the number
				  of shares of stock outstanding and the number of votes to which each class is
				  entitled.
(7) Brief
				  description under separate heading of the nature of any material relationship
				  of the association and its officers, directors and five percent (5%) owners and
				  their associates to each of the other constituent associations, its officers,
				  directors and five percent (5%) owner and their associates:
(8) Description of any agreement made with or
				  consideration furnished, directly or indirectly, to any of the officers,
				  directors or stockholders of any constituent association in connection with the
				  merger other than by the terms of the merger agreement.