Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part VII - Savings Banks › Chapter 3 - Conversions › Section VII-307 - Optional Provisions in Plan of Conversion

Current through Register Vol. 50, No. 6, June 20, 2024
A. A plan of conversion may provide any of
				the following, subject to the stated restrictions.
1. Timing of Public Offerings. The converting
				savings bank may commence the direct community offering or the public offering,
				or both, concurrently with or at any time during the subscription offering. The
				subscription offering may be commenced concurrently with or at any time after
				the mailing of the proxy statement to members, pursuant to §329. C The
				subscription offering may be closed before the meeting of members held to vote
				on the plan of conversion, provided that the offer and sale of the capital
				stock shall be conditioned upon the members' approval of the plan of conversion
				as provided in §329
2.
				Minimum/Maximum Limits on Stock Purchases. Purchases of stock made by
				subscription or in any public or direct community offering may be subject to
				minimum and/or maximum dollar and/or numerical share limits. Such limits shall
				be reasonable and fair in consideration of factors such as the size of the
				applicant, the amount of the typical qualifying deposit in the applicant, the
				reasons for such limitations, and other factors. Such limits are subject to
				approval by the commissioner.
3.
				Requirement That Offering Circular Be Requested. The converting savings bank
				may require its members and/or eligible account holders and supplemental
				eligible account holders who are not voting members pursuant to §329 D,
				(collectively referred to hereafter as "such persons") 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 under Paragraph A.4
				of this Section, in order to be entitled to receive an offering circular from
				the converting savings bank, provided that such offering shall not be closed
				until the expiration of 30 days after the mailing to such members of the
				postage-paid written communication. If such offering is not commenced within 45
				days after the meeting of members, the converting savings bank that has adopted
				this optional provision shall transmit no more than 30 days prior to the
				commencement of such offering, to each of such members who had been furnished
				with either a notice or proxy soliciting materials, written notice of the
				commencement of the offering, which shall state that the converting savings
				bank is not required to furnish an offering circular to such members unless
				they return by a reasonable date certain the postage-paid written communication
				provided, requesting receipt of an offering circular.
4. Procedure for Exercising Subscription
				Rights. Instead of a separate subscription offering, all subscription rights
				issued in connection with the conversion may be exercisable by delivery of
				properly completed and executed order forms to the underwriters or selling
				group for the public offering or pursuant to any other procedure, subject to
				the applicant demonstrating to the commissioner the feasibility of the method
				of exercising the rights and the conditions as provided in the plan of
				conversion.
5. Unsold Shares. Any
				insignificant residue of shares of the converting savings bank not sold in the
				subscription, public or community offering may be sold in another manner as
				provided in the plan with the commissioner's approval.
6. Sale of Discounted Stock. The plan may
				require a six-month holding period prior to the sale of the converted
				institution's stock which was sold at a discount in connection with the
				conversion or a merger.
7. Local
				Community Preference. The plan may give a preference in the purchase of shares
				in the subscription offering to eligible and supplemental eligible account
				holders residing in the savings bank's local community or within 100 miles of
				the savings bank's home or branch office(s).
8. Other Provisions. The commissioner may
				approve other provisions as are reasonable or necessary for the
				conversion.