reglab/statecodes huggingface dataset:
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 1075.2055 - Preliminary Offering Circular for Subscription Offering - Estimated Subscription Price Range Required

Current through Register Vol. 48, No. 28, July 12, 2024
With respect to the capital stock of the applicant to be sold
				  under the plan of conversion, any preliminary offering circular for the
				  subscription offering may set forth the estimated subscription price which may
				  be stated as the pro forma market value.
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 1075.2060 - Review of Price Information by the Director

Current through Register Vol. 48, No. 28, July 12, 2024
The Director shall review the price information required
				  under Section
				  1075.2055
				  in determining whether to give approval to an application for conversion. No
				  representations may be made in any manner that the price information has been
				  approved by the Director or that the shares of capital stock sold pursuant to
				  the plan of conversion have been approved or disapproved by the Director or
				  that the Director has passed upon the accuracy or adequacy of an offering
				  circular covering the shares.
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 1075.2065 - Underwriting Commission

Current through Register Vol. 48, No. 28, July 12, 2024
Underwriting commissions shall not exceed an amount or
				  percentage per share accepted as reasonable by the Director. No underwriting
				  commission may be allowed or paid with respect to shares of capital stock sold
				  in the subscription offering; however, an underwriter may be reimbursed for
				  accountable expenses in connection with the subscription offering. In the case
				  in which no public offering occurs, an underwriter may be paid a consulting fee
				  reasonable under the circumstances as the Director shall accept. The term
				  "underwriting commissions" includes underwriting discounts.
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 1075.2070 - Consideration of Pricing Information by the Director - Guidelines

Current through Register Vol. 48, No. 28, July 12, 2024
In considering the pricing information required under Section
				  1075.2055,
				  the Director shall apply the following guidelines.
a) The materials shall be prepared by persons
				independent of the applicant, experienced and expert in the area of corporate
				appraisal, and acceptable to the Director.
b) The materials shall contain data which are
				sufficient to support the conclusions reached in the materials.
c) The materials shall contain a complete and
				detailed description of the appraisal methodology employed.
d) To the extent that the appraisal is based
				on a capitalization of the pro forma income of the converted savings bank, the
				materials shall indicate the basis for determination of the income to be
				derived from the proceeds of the sale of stock and demonstrate the
				appropriateness of the earnings multiple used, including assumptions made as to
				future earnings growth. To the extent that the appraisal is based on comparison
				of the capital stock of the applicant with outstanding capital stock of
				existing stock savings banks or stock savings and loan associations, the
				materials shall demonstrate the appropriate comparability of the form and
				substance of the outstanding capital stock and of the existing stock savings
				banks and stock savings and loan associations in terms of such factors as size,
				market area, competitive conditions, profit history, and expected future
				earnings.
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 1075.2075 - Submission of Information by Applicant

Current through Register Vol. 48, No. 28, July 12, 2024
a) In addition to the information required in
				Section
				1075.2070,
				the applicant shall submit information demonstrating to the satisfaction of the
				Director the independence and expertise of any person preparing materials under
				Section 1075.2070. However, a person will not be considered as lacking
				independence because the person will participate in effecting the sale of
				capital stock under the plan of conversion or will receive a fee from the
				applicant for services given in connection with the appraisal only if the
				person provides full and accurate disclosure of the fact of participation and
				receipt of fee to the Director and in the offering circular. The Director shall
				find no disclosure full and adequate unless the following information is
				clearly and prominently stated:
1) the extent
				to which the person is directly or indirectly involved in preparing material
				required by Section
				1075.2070
				and in effecting the sale of capital stock under the conversion plan;
				and
2) an itemized statement of
				fees received for preparing information required by Section
				1075.2070
				and for all other services given.
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 1075.2080 - Subscription Offering - Distribution of Order Forms for the Purchase of Shares

Current through Register Vol. 48, No. 28, July 12, 2024
Promptly after the Director has declared the offering
				  circular for the subscription offering effective, the applicant shall
				  distribute order forms for the purchase of shares of capital stock, in the
				  subscription offering to all eligible account holders, supplemental eligible
				  account holders (if applicable), and other persons who may subscribe for the
				  shares under 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 1075.2085 - Order Forms - Final Offering Circular and Detailed Instructions

Current through Register Vol. 48, No. 28, July 12, 2024
Each order form distributed pursuant to Section
				  1075.2080
				  shall be accompanied or preceded by the final offering circular for the
				  subscription offering and a set of detailed instructions explaining how to
				  properly complete the order forms.
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 1075.2090 - Subscription Price

Current through Register Vol. 48, No. 28, July 12, 2024
The maximum subscription price stated on each order form
				  distributed pursuant to Section
				  1075.2080
				  shall be the amount to be paid when the order form is
				  returned.
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 1075.2095 - Order Form - Contents

Current through Register Vol. 48, No. 28, July 12, 2024
Each order form distributed pursuant to Section
				  1075.2080
				  shall be prepared so as to indicate to the person receiving it, in as simple,
				  clear, and intelligible a manner as possible, the actions which are required or
				  available to the person with respect to the form and the capital stock offered
				  for purchase thereby. Specifically, each order form shall:
a) Indicate the maximum number of shares that
				may be purchased pursuant to the subscription offering;
b) Indicate the time within which the
				subscription rights must be exercised, which time shall not be less than 20
				days following the date of the mailing of the order form;
c) State the maximum subscription price per
				share of capital stock;
d) Indicate
				any requirements as to the minimum number of shares of capital stock which may
				be purchased;
e) Provide a
				specifically designated blank space or spaces for indicating the number of
				shares of capital stock which the eligible account holder or other person
				wishes to purchase;
f) Indicate
				that payment may be made by cash if delivered in person or by check or by
				withdrawal from an account holder's savings account. If payment is to be made
				by withdrawal, a box to check should be provided;
g) Provide specifically designated blank
				spaces for dating and signing the order form;
h) Contain an acknowledgement by the account
				holder or other person signing the order form that the person has received the
				final offering circular for the subscription offering before signing;
				and
i) Indicate the consequences of
				failing to properly complete and return the order form, including a statement
				that the subscription rights are nontransferable and will become void at the
				end of the subscription period. The order form may, and the set of instructions
				shall, indicate the place or places to which the order forms are to be returned
				and when the applicant will consider order forms received, such as by date and
				time of actual receipt in the applicant's offices or by date and time of
				postmark.
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 1075.2100 - Order Form - Additional Provision Authorized - Payment by Withdrawal

Current through Register Vol. 48, No. 28, July 12, 2024
The order form distributed pursuant to Section
				  1075.2080
				  may provide that it may not be modified without the applicant's consent after
				  its receipt as set forth in the order form. If payment is to be made by
				  withdrawal from a savings account the applicant may, but need not, cause the
				  withdrawal to be made upon receipt of the order form. If the withdrawal is made
				  at any time before the closing date of the public offering, the applicant shall
				  pay interest to the account holder on the amount withdrawn as if the amount had
				  remained in the account from which it was withdrawn until the closing date. If
				  the withdrawal is not made until the closing date, the amount to be withdrawn
				  on the closing date is unavailable for withdrawal by account
				  holder.
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 1075.2105 - Time Period for Completion of Sale of all Shares of Capital Stock

Current through Register Vol. 48, No. 28, July 12, 2024
The sale of all shares of capital stock of the converting
				  savings bank to be made under the plan of conversion, including any sale in
				  public offering or direct community marketing, shall be completed as promptly
				  as possible and within 45 calendar days after the last date of the subscription
				  period, unless extended by 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 1075.2110 - Continuity of Corporate Existence

Current through Register Vol. 48, No. 28, July 12, 2024
Upon the filing of the articles of incorporation of a
				  converted savings bank with the Director in accordance with Section
				  1075.2160,
				  the corporate existence of the mutual savings bank converting to a stock
				  savings bank pursuant to this Subpart shall not discontinue, but the converted
				  savings bank shall be a continuation of the entity of the mutual savings bank
				  so converted and shall have the same rights and obligations as it had before
				  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 1075.2115 - Application to Furnish Information

Current through Register Vol. 48, No. 28, July 12, 2024
Every application shall furnish information in accordance
				  with this Subpart. If applicable, the applicant shall furnish information in
				  accordance with 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 1075.2120 - Additional Filing Requirements

Current through Register Vol. 48, No. 28, July 12, 2024
An applicant whose plan of conversion has been approved by
				  the Director shall fulfill the following requirements.
a) The applicant shall file with the Director
				promptly after the meeting of members called to consider the plan of conversion
				a certified copy of each resolution adopted at the meeting relating to the plan
				of conversion, together with the following statements:
1) The total number of votes eligible to be
				cast;
2) The total number of votes
				represented in person or by proxy at the meeting;
3) The total number of votes cast in favor of
				and against each matter (the compilation of the votes cast at the meeting may
				be prepared for the savings bank by an independent public accountant, or by an
				independent transfer agent); and
4)
				The percentage of votes necessary to approve each matter.
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 1075.2125 - Availability for Conferences in Advance of Filing of Application - Refusal of Prefiling Review

Current through Register Vol. 48, No. 28, July 12, 2024
a) The Division
				shall be available for conferences with prospective applicants or their
				representatives in advance of filing an application to convert. These
				conferences may be held to discuss generally the problems confronting an
				applicant in effective conversion or to resolve specific problems of an unusual
				nature.
b) Prefiling review of an
				application may be refused by the staff of the Director if the review would
				delay the examination and processing of material that has already been filed or
				would favor certain applicants at the expense of others.
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 1075.2130 - Appeal from Refusal to Approve Application

Current through Register Vol. 48, No. 28, July 12, 2024
From the Director's refusal to approve an application for
				  conversion, the applicant may, within 30 days after the date of the mailing by
				  the Director of notice of refusal to approve, appeal pursuant to 38 Ill. Adm.
				  Code 100 and the Illinois Administrative Procedure Act [5 ILCS
				  100].
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 1075.2135 - Postconversion Reports

Current through Register Vol. 48, No. 28, July 12, 2024
The applicant shall file postconversion reports concerning
				  its conversion as the Director may 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 1075.2140 - Certain Agreement to Transfer and Transfers of Ownership in Rights or Securities Prohibited

Current through Register Vol. 48, No. 28, July 12, 2024
Before completion of a conversion, no person may transfer or
				  enter into any agreement or understanding to transfer the legal or beneficial
				  ownership of conversion subscription rights, or the underlying securities, to
				  the account of another.
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 1075.2145 - Certain Offers and Announcements on Securities Prohibited

Current through Register Vol. 48, No. 28, July 12, 2024
Before completion of a conversion, no person may make any
				  offer, or announcement of an offer or intent to make an offer, for any security
				  of a converting savings bank issued or to be issued in connection with the
				  conversion. Nor shall any person knowingly acquire securities of the converted
				  savings bank issued in connection with the conversion in excess of the maximum
				  purchase limitations established in the savings bank's approved 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 1075.2155 - Definitions - Certain Transfers, Offers and Acquisitions Prohibited

Current through Register Vol. 48, No. 28, July 12, 2024
For Sections
				  1075.2140,
				  1075.2145
				  and
				  1075.2150,
				  the following definitions apply:
a)
				The term "person" includes an individual, a group acting in concert, a
				corporation, a partnership, an association, a joint stock company, a trust, an
				unincorporated organization or similar company, a syndicate or any other group
				formed to acquire, hold or dispose of securities of a savings bank.
b) The term "offer" includes every offer to
				buy or acquire, solicitation of an offer to sell, tender offer for, or request
				or invitation for tenders of, a security or interest in a security for value
				except that the term "offer" shall not include:
1) Inquiries directed solely to the
				management of a savings bank and not intended to be communicated to
				stockholders, designed to elicit an indication of management's receptivity to
				the basic structure of a potential acquisition with respect to the amount of
				securities, manner of acquisition and formula for determining price,
				or
2) Non-binding expressions of
				understanding or letters of intent with the management of a savings bank
				regarding the basic structure of a potential acquisition with respect to the
				amount of securities, manner of acquisition, and formula for determining
				price.
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 1075.2160 - Amendments to Charter Required in Application - Articles of Incorporation - Filing of Certificate Required - Contents - Issuance and Filing of Authorization Certificate

Current through Register Vol. 48, No. 28, July 12, 2024
a) An
				application for conversion under this Subpart shall include amendments to the
				articles of incorporation of the converting savings bank.
b) When all the stock of a converting savings
				bank has been subscribed for in accordance with the plan and any amendments to
				the plan, the board of directors shall issue the stock and shall cause to be
				filed with the Director, in triplicate, a certificate subscribed and
				acknowledged by the persons who are to be directors of the converted savings
				bank, stating:
1) That all the stock of the
				converted savings bank has been issued;
2) That the attached articles of
				incorporation have been executed by all the persons who are to be directors of
				the converted savings bank;
3) The
				place where the bank is to be located and its business transacted, naming the
				city, or town and county, which city or town shall be the same as that where
				the principal place of business of the predecessor mutual savings bank has been
				located;
4) The name, occupation,
				residence, and post office address of each signer of the certificate;
5) The amount of the assets of the
				predecessor mutual savings bank, the amount of its liabilities and undivided
				profits as of the first day of the current calendar month; and
6) A declaration that each signer will accept
				the responsibilities and faithful discharge the duties of a director of the
				converted savings bank and is free from all the disqualifications specified in
				the laws applicable to converted savings banks.
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 1075.2165 - Conversion Incident to Acquisition by Savings Bank Holding Company or Merger or Consolidation with Savings Bank Holding Company Subsidiary - Restriction on Sale of Shares of Stock by Organization Directors and Officers

Current through Register Vol. 48, No. 28, July 12, 2024
a) 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
				another depository institution, the restrictions imposed by Section
				1075.1890
				on resale of stock apply to shares of the holding company purchased on original
				issue by any director or officer of the converting savings bank that is in the
				process of acquisition, merger, or consolidation, and the restrictions imposed
				by this Subpart apply to the ownership of capital stock in the depository
				institution holding company or other depository institution with the same force
				and effect as they would apply to the ownership of capital stock of the
				unconverted mutual savings bank, if shares of this savings bank were offered to
				depositors or the public pursuant to this Subpart.
b) The tender of shares by directors and
				officers of a converted savings bank in exchange for shares of another
				converted savings bank, or for shares of a holding company, do not constitute a
				sale for purposes of Section 1075.1890. However, the shares received in such an
				exchange shall not be sold for a period of one year following the date of such
				purchase on original issue, except that the Director may waive this restriction
				upon a finding that allowing a sale would substantially contribute to averting
				otherwise unavoidable injury to a 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 1075.2175 - Conversion of a Savings Bank in Connection with the Formation of a Holding Company

Current through Register Vol. 48, No. 28, July 12, 2024
A savings bank may convert to the stock form pursuant to this
				  Subpart as part of a transaction in which a holding company is organized to
				  acquire upon issuance all the capital stock of the converted savings bank. In
				  such a transaction eligible account holders, supplemental eligible account
				  holders, and voting members of the converting savings association shall
				  receive, without payment, nontransferable rights under Sections
				  1075.1835,
				  1075.1845
				  and
				  1075.1850
				  of this Part to purchase capital stock of the newly formed holding company in
				  lieu of capital stock of the converting association. Unless clearly
				  inapplicable, all of the requirements of this Subpart shall apply to a
				  conversion under 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 1075.2200 - Application - Application Requirements

Current through Register Vol. 48, No. 28, July 12, 2024
An application to convert from a mutual savings bank to a
				  capital stock savings bank shall contain information as required by this
				  Subpart. In addition to the information expressly required to be included in
				  any application under this Subpart, there shall be added such further material
				  information, if any, as may be necessary to make the required statements, in
				  the light of the circumstances under which they are made, not
				  misleading.
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 1075.2210 - Application - Filing the Application and Fees

Current through Register Vol. 48, No. 28, July 12, 2024
a) An application shall be prepared by a
				mutual savings bank that proposes to convert to a stock owned savings bank. The
				application must demonstrate that the applicant complies with the Act and this
				Part. Not including copies filed pursuant to Section
				1075.2020,
				3 completed manually signed copies with all exhibits, with an application fee
				of $10,000, shall be filed with the Director, Division of Banking, Department
				of Financial and Professional Regulation, 310 South Michigan Avenue, Suite
				2130, Chicago, Illinois 60604-4278. The date a document is actually received by
				the Director shall be the date of filing.
b) Any application for approval that is
				improperly executed, or that does not contain copies of a plan of conversion,
				amendments to the charter of the applicant in the form of new articles of
				incorporation, proxy materials, and preliminary offering circulars for the
				subscription offering and for the public offering or direct community
				marketing, shall not be accepted for filing and shall be returned to the
				applicant. Any application for approval containing a materially incomplete plan
				of conversion, offering circular, or proxy statement shall be returned by the
				Director to the applicant. Applicants for conversions effected pursuant to
				Section
				1075.2170
				need not file documents or information to the extent that Section
				1075.2170(d)
				 allows.
c) Signature page:
1) Every application and every amendment to
				an application filed shall include a signature page that shall be manually
				signed by:
A) A duly authorized representative
				of the applicant on its behalf;
B)
				Its principal executive officer;
C)
				Its principal financial officer;
D)
				Its principal accounting officer; and
E) At least two-thirds of its organization
				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 1075.2220 - Application - Preparing the Application

Current through Register Vol. 48, No. 28, July 12, 2024
a) Requirements as to paper and printing:
1) Applications shall be filed on good
				quality, unglazed, white paper approximately 81/2 by 12 or 81/2 by 11 inches in
				size, as is practicable. However, tables, charts, maps and financial statements
				may be on larger paper if folded to those sizes, and the plan of conversion,
				proxy statement and offering circular may be on a smaller paper if the
				applicant so desires.
2)
				Applications and, as is practicable, all papers and documents filed as a part
				those applications, shall be printed, lithographed, mimeographed or
				typewritten. However, applications or any portion of the applications may be
				prepared by any similar process that, in the opinion of the Director, produces
				copies suitable for a permanent record. Irrespective of the process used, all
				copies of the material shall be clear, easily readable and suitable for
				repeated photocopying. Debits in credit categories and credits in debit
				categories shall be designated so as to be clearly distinguishable on
				photocopies.
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 1075.2240 - Application - Application Exhibits

Current through Register Vol. 48, No. 28, July 12, 2024
The following exhibits shall be attached to the
				  application:
a) The following
				documents, contracts and agreements:
1)
				Proposed certificates for capital stock and any other securities to be
				issued;
2) Proposed order forms
				with respect to the subscription rights;
3) Any proposed stock option plan and form of
				stock option agreement;
4) Any
				proposed management employment contracts;
5) Any contract described in complying with
				Section
				1075.2360;
6) Contracts or agreements with paid
				solicitors described in complying with Section
				1075.2330(b);
7) Any material loan agreements relating to
				borrowing by the applicant other than from a Federal Home Loan Bank and other
				than subordinated debt securities approved by the Director;
8) Any appraisal agreement or proposed
				agreement, underwriting contracts or agreements among underwriters;
9) Any proposed contracts or agreements among
				members of a group regarding the purchase of unsubscribed shares;
10) Any required undertaking or affidavits by
				officers or organization directors purchasing shares in the conversion that
				they are acting independently;
11)
				Any documents referred to in complying with Section
				1075.2230(g);
12) Any trustee agreements or
				indentures;
13) Any agreements for
				the making of markets or the listing on exchanges of the stock of the converted
				savings bank. Documents, contracts and agreements that are furnished in
				proposed form under this exhibit shall be furnished in final form immediately
				after the meeting of members to consider the plan of conversion, except for
				documents that by their nature cannot be practically expected until a later
				time required by subsections (a)(8) and (9) in which case they shall be
				furnished in substantially final form; and
14) Any documents referred to in complying
				with Section
				1075.2230(g).
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 1075.2300 - Proxy Statement - Information Required in Conversion Proxy Statement

Current through Register Vol. 48, No. 28, July 12, 2024
a) The conversion
				proxy statement shall conform to the requirements of this Section
				1075.2300
				through Section
				1075.2460.
b) Except as otherwise specifically provided,
				where any Section calls for information for a specified period in regard to
				organization directors, officers or other persons holding specified positions
				or relationships, the information shall be given in regard to any person who
				held any of the specified positions or relationships at any time during the
				period. However, information need not be included for any portion of the period
				during which the person did not hold any such position or relationship provided
				a statement to that effect is made.
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 1075.2310 - Proxy Statement - Notice of Meeting

Current through Register Vol. 48, No. 28, July 12, 2024
a) The cover page of the proxy statement
				shall give notice of the meeting of the members called by the board of
				directors to act upon the Plan of Conversion. The cover page shall include the
				date, time, and place of the meeting, a brief description of each matter to be
				acted upon at the meeting, the date of record for members entitled to vote at
				the meeting, the date of the statement, and the full address, ZIP code and
				telephone number of the applicant.
b) If the applicant intends to use previously
				obtained proxies at the meeting in accordance with Section
				1075.2035(d)(4),
				the notice of the meeting shall include the following bold-face legend:
The institution may use your previously-executed proxies to
				  vote for the Plan of Conversion in the event you do not execute another proxy
				  for this meeting, attend and vote in person, or otherwise revoke your
				  previously-executed proxies.
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 1075.2320 - Proxy Statement - Revocability of Proxy

Current through Register Vol. 48, No. 28, July 12, 2024
State that the person giving the proxy has the power to
				  revoke it before the proxy is exercised at the meeting. If the right or
				  revocation is subject to compliance with any formal procedure, briefly describe
				  such procedure. Briefly describe any charter, bylaw or applicable federal or
				  State law requirements otherwise restricting voting by proxy. State that the
				  proxy is solicited for that meeting, and any adjournment thereof, and will not
				  be used for any other 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 1075.2330 - Proxy Statement - Persons Making the Solicitations

Current through Register Vol. 48, No. 28, July 12, 2024
a) State whether the solicitation is made by
				the management of the applicant. Give the name of any organization director or
				the applicant who has informed the management in writing that he or she intends
				to oppose any action intended to be taken by the management and indicate the
				action which he or she intends to oppose.
b) If the solicitation is to be made
				otherwise than by the use of the mails, describe the methods to be employed. If
				the solicitation is to be made by specially engaged employees or paid
				solicitors, state the material features of any contract or arrangement for such
				solicitation and identify the parties.
c) If the solicitation is made otherwise than
				by the management of the applicant, so state and give the names of the persons
				by whom and on whose behalf it is made. The solicitation normally need not
				respond to Sections
				1075.2330
				through
				1075.2460,
				but must include such information as to make such solicitation comply with
				Section
				1075.2035(d)(3).
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 1075.2340 - Proxy Statement - Voting Rights and Vote Required for Approval

Current through Register Vol. 48, No. 28, July 12, 2024
a) Describe briefly
				the voting rights of each class of members, state the approximate total number
				of votes entitled to be cast at the meeting, and the approximate number of
				votes to which each class is entitled. Discuss the voting rights of
				beneficiaries of accounts held in a fiduciary capacity such as IRA
				accounts.
b) As part of the
				description, give the date of record for members entitled to vote at the
				meeting.
c) As to each matter which
				will be submitted to a vote of members, state the vote required for its
				approval.
d) If the applicant
				intends to use previously executed proxies to vote on the plan of conversion in
				accordance with Section
				1075.2035(d)(4),
				discuss how such proxies were obtained, the circumstances in which such proxies
				may be used, and how such proxies will be voted.
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 1075.2350 - Proxy Statement - Organization Directors and Executive Officers

Current through Register Vol. 48, No. 28, July 12, 2024
a) Furnish the
				information regarding organization directors and executive officers and certain
				relationships and related transactions required to be disclosed in a
				registration or proxy statement filed under the Securities Exchange Act of 1934
				( 15 USC 78 a et seq.), as amended to July 1, 1991. In particular, see Items
				401 and 404 of the "General Rules Regarding Disclosures: Regulations S-K -
				Standard Instructions for Filing Forms under Securities Act of 1933 and the
				Securities Exchange Act of 1934" (
				17
				CFR 229.401 and 404, November, 1992, no
				subsequent dates or editions), and Item 6 of Regulation 14A of the "Rules and
				Regulations Under Securities Exchange Act of 1934 (
				17 CFR
				240.14a-101, October, 1992, no subsequent
				dates or editions). Unless the context otherwise requires, the words
				"registrant" and "issuer" in those regulations shall refer to the applicant and
				the word "Commission" shall refer to the Director.
b) State whether control of the applicant has
				been exercised through the use of proxies and the nature of the
				control.
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 1075.2360 - Proxy Statement - Management Remuneration

Current through Register Vol. 48, No. 28, July 12, 2024
Furnish the information regarding management remuneration
				  required to be disclosed in a registration or proxy statement filed under the
				  Securities Exchange Act of 1934. In particular, see Item 402 of the "General
				  Rules Regarding Disclosures: Regulations S-K - Standard Instructions for Filing
				  Forms under Securities Act of 1933", no subsequent dates or editions, U.S.
				  Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, DC
				  20549, as of the effective date of this Section
				  1075.2360,
				  and the Securities Exchange Act of 1934" (
				  17 CFR
				  229.402 and 404, 1992, no subsequent dates or
				  editions), and Item 7 of Regulation 14A of the "Rules and Regulations Under
				  Securities Exchange Act of 1934 (
				  17 CFR
				  240.14a-101 ) as of the effective date of
				  this Section 1075.2360, no subsequent dates or editions. Unless the context
				  otherwise requires, the words "registrant" and "Commission" in those
				  regulations shall refer to the applicant and to the Director,
				  respectively.
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 1075.2370 - Proxy Statement - Business of the Applicant

Current through Register Vol. 48, No. 28, July 12, 2024
a) Narrative description of business.
1) Discuss briefly the organizational history
				of the applicant, including the year of organization, the identity of the
				chartering authority, and any charter conversions.
2) Describe the business conducted and
				intended to be conducted by the applicant and its subsidiaries. This should
				include a description of the general development of the business of the
				applicant and any predecessors during the past 5 years, or a shorter period as
				the applicant may have been engaged in business. Information shall be disclosed
				for earlier periods if material to an understanding of the general development
				of the business. Any material changes in the mode of conducting the business
				should be discussed.
3)
				Consideration should be given to inclusion of a description of the applicant's
				historical practices, including the average remaining term to maturity of its
				portfolio of mortgage loans, and present intention regarding the making of
				loans, whether real estate or other, the nature of security received, the terms
				of loans, whether carrying fixed or variable interest rates, and the retention
				of loans or their resale in secondary mortgage markets. Historical description
				might require a general identification of the magnitude of various
				activities.
4) Explain any
				significant impact to the institution as a result of any material
				acquisitions.
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 1075.2380 - Proxy Statement - Description of the Plan of Conversion

Current through Register Vol. 48, No. 28, July 12, 2024
a) A statement to
				the following effect shall be inserted in the proxy statement immediately
				preceding the information required by this Section: "The Director of Banks and
				Real Estate has given approval to the plan of conversion, subject to its
				approval by members and the satisfaction of certain other conditions. However,
				approval by the Director does not constitute a recommendation or endorsement of
				the plan by the Director ".
b) The
				proxy statement shall contain a description of the plan of conversion. The
				description shall contain the information required by subsections (c) through
				(j) and additional information as may be necessary to accurately describe the
				material provisions of the plan.
c)
				Briefly describe the effects of conversion from a mutual institution to a stock
				institution including the following information:
1) State that deposit accounts of the
				applicant will not be affected by the conversion with respect to such matters
				as balances in the accounts and the extent of insurance of accounts by the
				Savings Association Insurance Fund or the Bank Insurance Fund, as the case may
				be;
2) State that deposit and
				borrowing members of the applicant will not continue to have voting rights in
				the applicant after conversion and that the members of the stock savings bank
				shall be only the owners of its capital stock;
3) State the present liquidation rights of
				account holders and describe the liquidation account to be established and
				maintained by the applicant, including the conditions under which the account
				will be paid, the interest of eligible account holders in the account and the
				formula by which the account will be adjusted;
4) State that the rights and obligations of
				borrowers from the applicant will not be changed in any manner;
5) State that capital stock to be sold by the
				applicant will not be insured by the Savings Association Insurance Fund or the
				Bank Insurance Fund, as the case may be;
6) State that none of the assets of the
				applicant will be distributed in order to effect the conversion other than to
				pay expenses incident to the conversion; and
7) State briefly the reasons why management
				is recommending the conversion, including any advantages to the community
				served 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 1075.2390 - Proxy Statement - Description of Capital Stock

Current through Register Vol. 48, No. 28, July 12, 2024
a) Furnish the information regarding capital
				stock of the applicant required to be disclosed in a registration statement
				filed under the Securities Exchange Act of 1934. In particular, see Item 202 of
				the "General Rules Regarding Disclosures: Regulations S-K - Standard
				Instructions for Filing Forms under Securities Act of 1933 and the Securities
				Exchange Act of 1934" (
				17 CFR
				229.202 ), November, 1992 no subsequent dates
				or editions). Unless the context otherwise requires the term "registrant" in
				the regulation shall refer to the applicant.
b) An undertaking should be included in the
				proxy statement that the applicant where practical will use its best efforts to
				encourage and assist a professional market maker in establishing and
				maintaining a market for the capital stock of the applicant.
c) Trading market:
1) Outline briefly the trading market that is
				expected to exist for the capital stock following the conversion including the
				estimated number of market makers and stockholders, and the anticipated success
				of the applicant in listing the stock.
2) Any discussion of the listing of the
				applicant's stock should include the basic requirements that must be met for
				such listing.
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 1075.2400 - Proxy Statement - Capitalization

Current through Register Vol. 48, No. 28, July 12, 2024
a) Set forth in substantially the tabular
				form indicated below the dollar amounts of the capitalization of the applicant.
				Captions in the following form may be modified as appropriate.
(A)
(B)
(C)
Capitalization
as of Most Recent Balance Sheet
							 Date
Pro forma adjustments
as a Result of
							 Conversion
Pro forma Capitalization, After Giving
							 Effect to the Conversion
Deposits
FHL bank
							 advances.............
Other....................................
Borrowings
Capital
							 Stock.......................
Preferred stock
Paid-in
							 capital......................
Retained earnings:
Restricted............................
Unrestricted.........................
Total............
b)
				In furnishing the information required by subsection (a), the following shall
				apply:
1) With respect to capital stock,
				indicate in the table or in a footnote the total number of shares to be
				authorized, the par or stated value of such shares, and the number of shares to
				be sold as part of the conversion.
2) With respect to the funds to be received
				by the applicant from the sale of its capital stock, indicate in the table the
				estimated total amount of funds to be obtained, and in a footnote, state the
				price per share used in making the estimate. The total amount and price per
				share shall be clearly identified as being estimates.
3) With respect to Column A, the applicant
				should use the most recent balance sheet date required by Section
				1075.2450.
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 1075.2410 - Proxy Statement - Use of New Capital

Current through Register Vol. 48, No. 28, July 12, 2024
a) State the principal purposes for which the
				net proceeds to the applicant from the capital stock to be sold are intended to
				be invested or otherwise used and the approximate amount intended for each such
				purpose.
b) Detail of proposed
				investments are not to be given. There needs be furnished, for example, only a
				brief statement of any investment or other activity of the applicant which will
				be affected materially by availability of the proceeds. Examples of such
				activities may include expanded secondary market activities, larger scale
				lending projects, loan portfolio diversification, increased liquidity
				investments, repayment of debt, additional branch offices and other facilities,
				service corporation investments, and acquisitions.
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 1075.2420 - Proxy Statement - New Charter, Bylaws, or Other Documents

Current through Register Vol. 48, No. 28, July 12, 2024
Describe briefly any material differences between the
				  existing charter, bylaws, and any similar documents of the applicant and those
				  which will take effect after conversion. This Section requires only a brief
				  summary of the provisions which are permitted from both an investment
				  standpoint and a voting standpoint. A complete legal description of the
				  provisions referred to is not required and should not be given. Do not set
				  forth the provisions verbatim; only a succinct resume is
				  required.