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 1075.1925 - Optional Provisions in Plan of Conversion

Current through Register Vol. 48, No. 28, July 12, 2024
The plan of conversion may provide any or all the
				  following:
a) That the converting
				savings bank may begin the direct community offering or the public offering, or
				both, concurrently with or at any time during the subscription offering. The
				subscription offering may begin concurrently with or at any time after the
				mailing to savings bank members, pursuant to Section
				1075.2040(b),
				of the proxy statement authorized for use by the Director. The subscription
				offering may be closed before the meeting of the savings bank members held to
				vote on the plan of conversion only if the offer and the sale of the capital
				stock shall be conditioned upon the approval of the plan of conversion by the
				savings bank members as provided in Section 1075.2040.
b) That the directors, officers and employees
				of the converting savings bank shall receive, without payment, non-transferable
				subscription rights to purchase shares of capital stock that are available
				after satisfying the subscriptions provided for under Sections
				1075.1835,
				1075.1845,
				1075.1855
				and
				1075.1910,
				subject to such conditions as may be provided in the plan of conversion. In the
				event of an oversubscription by organization directors, officers and employees,
				the shares available shall be allocated among the subscribing organization
				directors, officers and employees on an equitable basis, such as by giving
				weight to period of service, compensation or position.
c) That any account holder receiving rights
				to purchase stock in the subscription offering shall also receive, without
				payment, non-transferable subscription rights to purchase up to 1% of the total
				offering of shares of capital stock, to the extent that the shares are
				available after satisfying the subscriptions provided for under subsection (b)
				and Sections 1075.1835, 1075.1845, 1075.1850 and 1075.1910, subject to such
				conditions as may be provided in the plan of conversion. In the event of an
				oversubscription for additional shares, the shares available shall be allocated
				among the subscribing eligible account holders, supplemental eligible account
				holders and voting members on an equitable basis, related to the amounts of
				their respective subscriptions, as may be provided in the plan of
				conversion.
d) That the converting
				savings bank may require savings bank members to return by a reasonable date
				certain a postage-paid written communication provided by the converting savings
				bank requesting receipt of a subscription offering circular, or a preliminary
				or final offering circular in an offering pursuant to subsection (h), in order
				to be entitled to receive an offering circular from the converting savings
				bank. The subscription offering or the offering pursuant to subsection (h)
				shall not be closed until the expiration of 30 days after the mailing by the
				converting savings bank to bank members of the postage-paid written
				communication. If the subscription offering or the offering pursuant to
				subsection (h) is not started within 45 days after the meeting of savings bank
				members, the converting savings bank that has adopted this optional provision
				shall transmit no more than 30 days before the start of the subscription
				offering or the offering pursuant to subsection (h) to each savings bank member
				who has been furnished with proxy soliciting materials, written notice of the
				start of the offering, which notice shall state that the converting savings
				bank is not required to furnish an offering circular to a savings bank member
				unless the savings bank member returns by a reasonable date certain the
				postage-paid written communication provided by the converting savings bank
				requesting receipt of an offering circular.
e) That the converting savings bank may
				require eligible account holders and supplemental eligible account holders who
				are not voting members to return by a reasonable date certain a postage-paid
				written communication provided by the converting savings bank requesting the
				receipt of a subscription offering circular, or a preliminary or final offering
				circular in an offering pursuant to subsection (i), in order to be entitled to
				receive an offering circular from the converting savings bank. The subscription
				offering or the offering pursuant to subsection (i) shall not be closed until
				the expiration of 30 days after the mailing by the converting savings bank to
				the non-voting eligible account holders and supplemental eligible account
				holders of the postage-paid written communication. If the subscription offering
				or the offering pursuant to subsection (i) is not started within 45 days after
				the meeting of savings bank members, the converting savings bank that has
				adopted this optional provision shall transmit no more than 30 days before the
				start of the subscription offering or the offering pursuant to subsection (i)
				written notice of the start of the offering, which notice shall state that the
				converting savings bank is not required to furnish an offering circular to a
				non-voting eligible account holder or supplemental eligible account holder
				unless the eligible account holder or supplemental eligible account holder
				returns by a reasonable date certain the postage-paid written communications
				provided by the converting savings bank requesting receipt of an offering
				circular.
f) That any shares of the
				converting savings bank not sold in the subscription offering or in a public
				offering referred to in Section
				1075.1855
				may be sold in another manner provided in the plan with the Director's
				approval.
g) That the converted
				savings bank shall issue and sell, instead of shares of its capital stock,
				units of securities consisting of capital stock and warrants or other equity
				securities, in which event any reference in this Subpart to capital stock shall
				apply to the units of equity securities unless the context otherwise
				requires.
h) That, instead of a
				separate subscription offering, all subscription rights issued in connection
				with the conversion shall be exercisable by delivery of properly completed and
				executed order form to the underwriters or selling group for the public
				offering or pursuant to any other procedure, subject to the applicant
				demonstrating to the Director the feasibility of the method of exercising those
				rights and to conditions provided in the plan of conversion. The conditions
				shall include, but not be limited to, requiring that orders for stock in the
				public offering or direct community offering shall first be filled, in the
				order of priority set forth in this Subpart by orders of persons exercising
				subscription rights.
i) Any person
				exercising subscription rights to purchase capital stock may be required to
				purchase a minimum number of shares to the extent the shares are available, but
				the aggregate price for any minimum share purchase requirement shall not exceed
				$500.