North Carolina Administrative Code › Title 04 - COMMERCE › Chapter 16 - SAVINGS INSTITUTIONS › Subchapter G - MUTUAL TO STOCK CONVERSIONS › Section .0700 - PRICING AND SALE OF SECURITIES › Section 16G .0718 - ORDER FORMS FOR PURCHASE OF CAPITAL STOCK

Current through Register Vol. 39, No. 2, July 15, 2024
(a) After the
				  Commissioner of Banks has authorized the offering circular for the subscription
				  offering, the applicant shall distribute order forms for the purchase of shares
				  of capital stock in the offering to all eligible account holders, supplemental
				  eligible account holders (if applicable), voting members, and other persons who
				  may subscribe for shares of capital stock under the plan of conversion. If the
				  applicant has adopted in its plan of conversion the optional provisions set
				  forth in Items (4), (5) or (10) of Rule .0312 of this Subchapter, the applicant
				  shall deliver order forms to the eligible account holders, supplemental
				  eligible account holders, and voting members who requested receipt of the
				  offering circular.
(b) Each order
				  form shall be accompanied or preceded by the final offering circular for the
				  subscription offering or the public offering and a set of detailed instructions
				  explaining how to complete the order forms. The offering circular and order
				  form instructions may be included in the same document.
(c) The maximum subscription price stated on
				  each order form shall be the amount to be paid when the order form is returned.
				  The maximum subscription price and the actual subscription price shall be
				  within the subscription price range stated in the offering circular approved by
				  the Commissioner of Banks. If either the maximum subscription price or the
				  actual subscription price is not within the approved subscription price range,
				  the applicant shall obtain the written consent of the Commissioner of Banks for
				  the change in price. Based on the magnitude of the difference the Commissioner
				  of Banks may condition the amended approval by requiring a resolicitation of
				  proxies, order forms, or both. If the actual public offering price is less than
				  the maximum subscription price stated on the order form, the actual
				  subscription price shall be correspondingly reduced and the difference shall be
				  refunded to those who have paid the maximum subscription price unless the
				  subscribers affirmatively elect to have the difference applied to the purchase
				  of additional shares of capital stock.
(d) Each order form shall be prepared so as
				  to indicate to the person receiving it, in as simple, clear, and intelligible a
				  manner as possible, the actions that are required or available to him or her
				  with respect to the form and the capital stock offered for purchase thereby.
				  Each order form shall:
(1) indicate the
				  maximum number of shares that may be purchased pursuant to the subscription
				  offering;
(2) indicate the period
				  of time that the subscription rights must be exercised, which shall not be less
				  than 20 days and no more than 45 days following the date of the mailing of the
				  subscription offering order form;
(3) state the maximum subscription price per
				  share of capital stock;
(4)
				  indicate any requirements as to the minimum number of shares of capital stock
				  that must be purchased;
(5) provide
				  a designated blank space or spaces for indicating the number of shares of
				  capital stock that the eligible account holder or other person wishes to
				  purchase;
(6) indicate the manner
				  of required payment and, if the payment may be made by withdrawal from a
				  certificate of deposit, indicate that the withdrawal may be made without
				  penalty. If payment is to be made by a withdrawal from a deposit account or
				  certificate of deposit, a box to check shall be provided;
(7) provide designated blank spaces for
				  dating and signing the order form;
(8) 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 prior to signing the
				  order form; and
(9) indicate the
				  consequences of failing to complete and return the order form, including a
				  statement to which the subscription rights are nontransferable and shall become
				  void at the end of the subscription period. The order form may, and the set of
				  instructions shall, indicate the place or places that the order forms are to be
				  returned and when the order forms shall be deemed to be received.