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 103.208 - Applications' Content

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
(a)
				  Applications filed pursuant to the provisions of Section
				  9200,
				  9202,
				  9203,
				  9215 and
				  9216 of the law shall contain all
				  of the information herein required under subsections (c) through (q), inclusive
				  of this section. They shall further contain a table of contents indicating
				  titles and corresponding page numbers. All amendments shall be filed under
				  cover of the application, shall be clearly identified as amendments, numbered
				  consecutively, and shall comply with all pertinent requirements of the
				  application.
(b) Where the
				  surviving association is a federal association, in lieu of the information
				  required under the provisions of this section, the application may incorporate
				  by reference information filed with the Federal Home Loan Bank Board provide
				  three (3) copies thereof filed as an exhibit to the application.
(c) Stock Ownership and Investment if
				  Constituent Associations and in Holding Companies.
(1) The total number of shares of stock
				  outstanding for each constituent association on the date of the application. If
				  the association has more than one class of stock or more than one series of
				  stock, the total number of shares in each class and/or series.
(2) On the date of filing the application,
				  description and number of stock options, profit sharing, pension plans,
				  employment contracts, and other employee benefit plans, if any, outstanding of
				  the disappearing association and setting forth the method of handling them upon
				  such merger.
(3) The total number
				  of shares of stock of the corporate holding company whose stock is being used
				  to acquire the assets or the stock of the disappearing association. The latest
				  available market price quotations (closing or bid and ask prices) for the stock
				  of the corporate holding company and each association, and quarterly range of
				  sales of bid and ask prices over the preceding two (2) years, if available, on
				  the basis of any adequate market.
(4) For any stockholder and affiliate, their
				  officers and directors or partners and any associates thereof, who, on the
				  filing date of the application, are known to own of record or beneficially then
				  percent (10%) of the voting stock of any savings and loan holding company:
(A) Name of savings and loan association or
				  savings and loan holding company;
(B) Number of shares held in each type of
				  stock;
(C) Percentage (of
				  outstanding stock) held in each entity;
(D) Number of shares acquired within one year
				  prior to the date the application is filed.
(E) Stockholder's
				  name(s).
(5) Total number
				  of shares of stock of the surviving association which will be outstanding on
				  the effective date of the merger.
(6) For any stockholder and affiliate, their
				  officers or directors or partners and any associates thereof, who directly or
				  indirectly will own ten percent (10%) or more of the outstanding stock of any
				  class and/or series of stock which carries a voting right of the surviving
				  association when the merger becomes effective:
(A) Stockholder's name(s);
(B) Number of shares of each type of stock
				  estimated to be held on the effective date of the merger;
(C) Estimated percentage of the total
				  outstanding stock held by said stockholders on the effective date of the
				  merger.
(7) For any
				  constituent association that is a mutual association, the total number of
				  voting rights on the filing date of the application. Specify the estimated
				  appropriate number of votes represented by valid proxies held by the
				  management.
(8) For any "person" or
				  "company" who owns of record or beneficially or controls ten percent (10%) or
				  more of the voting proxies or voting rights (on the filing date of the
				  application) of any constituent association that is a mutual association:
(A) Name of the "person" or
				  "company";
(B) Number of proxies or
				  voting rights held;
(C) Number of
				  proxies or voting right acquired within two years prior to the date the
				  application is filed;
1. Specify whether all
				  of such proxies were solicited from the mutual shareholders in the name of such
				  person or company.
2. If such
				  proxies were not solicited in the name of such person or company, whether they
				  were acquired by substitution of a previous proxy holder or by some form of
				  assignment or agreement, and set forth the consideration that may have been
				  given for the acquisition of such proxies.
(9) For any disappearing association that is
				  a mutual association:
(A) The amount of
				  investment in the disappearing association of each officer, director and his
				  associates of all constituent associations:
1. On the filing date of the
				  application;
2. One year prior
				  thereto;
3. Two years prior
				  thereto.
(B) Name,
				  address, business and personal relationship, if any, to each constituent
				  association and its officers and directors, of each person whose investment in
				  the disappearing association on the record date for determination of ownership
				  has increased more than $20,000 over his investment two years prior thereto,
				  and the amount of his investment of each of the dates stated in (A)
				  above.