New York Codes, Rules and Regulations › Title 3 - BANKING › Chapter I - GENERAL REGULATIONS OF THE SUPERINTENDENT › Part 86 - Organization And Operation Of Stock-form Savings Banks And Savings And Loan Associations › Section 86.13 - Application for conversion

Current through Register Vol. 46, No. 28, July 10, 2024
A converting institution shall be required to file with the
				  superintendent an application for conversion which complies with form 86-AC,
				  which reads in its entirety as follows:
FORM 86-AC
[Facing Sheet]
NEW YORK STATE BANKING DEPARTMENT
2 Rector Street
New York, New York 10006
Application for Conversion
(Exact name of Converting Institution as specified in
				  charter)
(Street address of Converting Institution)
(City, State and ZIP Code)
Date of Application
General Instructions
A. Rules as to Use of Form 86-AC
Form 86-AC shall be used by any thrift institution seeking
				  New York State Banking Department approval to convert from mutual to the
				  stock-form pursuant to Part 86 of the General Regulations of the Banking
				  Board.
Item 1. Form of Application.
Set forth an application for approval of the plan of
				  conversion in the following form with the names and titles of the officers and
				  directors or trustees signing the application indicated below their
				  signatures:
The undersigned hereby makes application for approval to
				  convert from a mutual thrift institution into a stock-form thrift institution,
				  and submits herewith a statement of its proposed plan of conversion and other
				  information and exhibits as required by Part 86 of the General Regulations of
				  Banking Board.
This application has been approved by at least a majority of
				  the board of directors or trustees of the converting institution. The
				  undersigned officers and members of the board of directors or trustees
				  severally represent (i) that each such person has read this application, (ii)
				  that in the opinion of each such person, he or she has made such examination
				  and investigation as is necessary to enable him or her to express an informed
				  opinion that this application complies to the best of his or her knowledge and
				  belief with the applicable requirements of this Part, and (iii) that each such
				  person holds such informed opinion.
ATTEST:
_____________
Secretary Name of Converting Institution
By
President
_____________
(Principal Executive Officer)
_____________
(Principal Executive Officer)
________ (Signatures of at least a majority of the Board of
				  Directors or Trustees)
_____________
(Director or Trustee)
_____________
(Director or Trustee)
_____________
(Director or Trustee)
_____________
(Director or Trustee)
_____________
(Director or Trustee)
_____________
(Director or Trustee)
Item 2. Plan of Conversion.
Furnish the complete formal written plan adopted by the board
				  of directors or trustees for conversion of the mutual institution to the
				  stock-form of organization. The terms of the plan submitted pursuant to this
				  Item will be a basis for the Superintendent's approval and the plan as approved
				  will be distributed as an attachment to the proxy statement and the offering
				  circular as provided in Part 86.
Item
				3. Proxy Statement and Offering Circular.
Furnish copies of the proxy statement and offering circular.
				  The proxy statement and offering circular should be prepared in accordance with
				  Forms 86- PS and 86-OC, respectively.
Item 4. Form of Proxy.
Furnish preliminary copies of the form of proxy to be
				  distributed to Eligible Account Holders by the management.
Item 5. Sequence and Timing of the Plan.
Set forth the expected chronological order of the events
				  connected with the plan of conversion beginning with the filing of this
				  application through completion of the sale of all the capital stock to be
				  issued pursuant to the plan. Indicate the expected timing of any requisite
				  approvals of Federal authorities. Indicate the proposed timing of all aspects
				  of the subscription offering. If there will be an underwritten public offering
				  of the capital stock as part of the plan of conversion, indicate the proposed
				  timing of all aspects of such offering.
Item 6. Record Dates.
If the converting institution's plan of conversion contains
				  an eligibility record date earlier than 90 days prior to the date of adoption
				  of the plan of conversion by the board of directors or trustees, state the
				  reason for the selection of such earlier date.
Item 7. Expenses Incident to the Conversion.
Provide in substantially the tabular form indicated below the
				  estimated expenses of the conversion to be incurred by the converting
				  institution.
Legal $
Postage and Mailing
Printing
Escrow or Agent Fees
Underwriting Fees
Appraisal Fees
Transfer Agent Fees
Auditing and Accounting
Proxy Solicitation Fees
Advertising
Other Expenses
________
Total $
Instructions:
1.
				The converting institution may exclude costs represented by salaries and wages
				of regular employees and officers, if a statement to that effect is made. The
				cost of solicitation by specially engaged employees or paid solicitors under
				paragraph (b) of Item 3 of Form 86-PS shall be stated under "Proxy Solicitation
				Fees" in this Item.
2. If the
				converting institution has any category of expense exceeding $10,000 which is
				not specified in this Item, such expenses shall be itemized rather than
				including it under the category "Other Expenses".
3. If the solicitation is conducted other
				than by management of the converting institution, the information required in
				this Item shall be provided with respect to the cost of such
				solicitation.
Item 8.
				Indemnification.
State the general effect of any charter provision, bylaw,
				  contract, arrangement, statute or regulation to be in effect during or after
				  the conversion under which any underwriter, appraiser, lawyer, accountant or
				  expert, or director, officer, or trustee of the converting institution will be
				  insured or indemnified in any manner against any liability which he may incur
				  in his capacity as such.
EXHIBITS
The following exhibits shall be attached to this Form.
Exhibit 1. Resolution of Board of Directors or
				  Trustees.
Set forth a certified copy or copies of a resolution or
				  resolutions of the board of directors or trustees (1) adopting the plan of
				  conversion filed with this application; (2) authorizing the filing of this
				  application; and (3) applying for continued insurance of accounts by its
				  Federal deposit insuror. The action adopting the plan of conversion and
				  authorizing the filing of this application must be approved by a majority of
				  the board of directors or trustees.
Exhibit 2. Copies of Documents, Contracts and
				  Agreements.
Furnish the following documents, contract and agreements:
(a) proposed certificates for capital
				stock to be issued;
(b) proposed
				order forms with respect to the subscription rights;
(c) any proposed management employment
				contracts;
(d) any contract
				described in response to Item 6(e) of Form 86-PS;
(e) contracts or agreements with paid
				solicitors described in response to Item 3(b) of Form 86-PS;
(f) any material loan agreements relating to
				borrowings by the converting institution other than subordinated debt
				securities approved by the Superintendent;
(g) any appraisal agreement or proposed
				agreement, underwriting contract or agreements among underwriters;
(h) any required undertakings or affidavits
				by officers, trustees or directors purchasing shares in the conversion that
				they are acting independently; and
(i) any agreements for the making of markets
				or the listing on exchanges of the stock of the converted institution.
				Documents, contracts and agreements which are furnished in proposed form under
				this exhibit shall be furnished in final form immediately after the meeting of
				depositors or shareholders to consider the plan of conversion, except for
				documents which by their nature cannot be in final form until a later time, in
				which case they shall be furnished in substantially final form.
Exhibit 3. Opinion of Counsel.
Furnish an opinion of counsel for the converting institution
				  regarding each of the following matters:
(a) the legal sufficiency of the converting
				institution's proposed certificates and order forms for shares of capital
				stock;
(b) the conformance with the
				Banking Law and any regulations promulgated thereunder of the plan of
				conversion;
(c) the compliance with
				the Banking Law and any regulations promulgated thereunder of the converting
				institution's bylaws;
(d) the type
				and extent of voting rights in the converting institution after conversion;
				and
(e) the valid authorization and
				issuance of the capital stock and the nonassessability of such stock.
Exhibit 4. Federal and State Tax Opinions and Rulings.
(a) Furnish an opinion of the converting
				institution's tax advisor or an Internal Revenue Service ruling as to the
				Federal income tax consequences of the plan of conversion to the converting
				institution and to the depositors or shareholders who receive nontransferable
				subscription rights to purchase capital stock.
Instruction: The Superintendent may require that such an
				  Internal Revenue Service ruling be obtained if the converting institution's
				  plan of conversion is not substantially similar to plans of conversion which
				  have received favorable rulings. The Superintendent may also require that such
				  a ruling be obtained if the converting institution's plan of conversion
				  contains novel provisions or there is otherwise a question as to the Federal
				  income tax consequences of the plan.
(b) Furnish an opinion of the converting
				institution's tax advisor or if applicable, a ruling from the appropriate State
				taxing authority, as to any tax consequences of the plan of conversion to the
				converting institution and to its depositors and shareholders under the laws of
				the State of New York.
Exhibit 5. Valuation Materials.
Furnish any materials required to be filed by section
				  86.5(c)(4) 
				  of Part 86 regarding the valuation of the converting institution's capital
				  stock. A converting institution is not required to file such materials if the
				  offering of capital stock will not commence before the meeting of depositors or
				  shareholders to vote on the plan of conversion.
Exhibit 6. Notice to Depositors or Shareholders.
Furnish the notice to the converting institution's depositors
				  or shareholders required by section
				  86.4 
				  of Part 86.
Exhibit 7. Organization Certificate and Bylaws.
Furnish a copy of the converting institution's proposed
				  amended organization certificate and bylaws which shall be effective upon the
				  conversion of the institution to stock form. If a holding company is being
				  formed in connection with the conversion, also furnish a copy of the proposed
				  organization and bylaws of the holding company.
Exhibit 8. Business Plans.
Furnish a consolidated business plan. The converting
				  institution shall provide, as part of the business plan, a detailed discussion
				  of how the capital acquired in the conversion will be utilized, including,
				  among other things, any proposed stock repurchases.
Exhibit 9. Other Materials.
(a) If information required by an appropriate
				form is not provided because such information is unknown or unavailable,
				furnish a detailed statement as to the reasons for each such
				omission.
(b) Furnish all consents
				of experts required to be filed by section
				86.4(1) 
				of Part 86.
(c) If applicable,
				furnish the statement required by the Instruction to Item 5(e) of Form 86-PS
				regarding events which occurred within the last 10 years to directors or
				trustees or the converting institution.
(d) If information required by Item 14(h) of
				Form 86-PS relating to historical financial information is omitted, furnish the
				statement required by Item 14(h)(1) of Form 86-PS.
(e) Furnish any powers of attorney employed
				pursuant to Part 86.
(f) A
				converting institution shall also submit a copy of an opinion from an
				independent executive compensation expert stating whether or not the total
				compensation for the executive officers, directors or trustees, viewed as a
				whole and on an individual basis, is reasonable and proper in comparison to the
				compensation provided to executive officers, directors or trustees of similar
				publicly traded financial institutions. The opinion shall address any stock
				option and employee or director stock benefit plans disclosed in the proxy
				solicitation and stock offering materials that are intended to be presented to
				stockholders for a vote in the year following the effective date of the
				conversion. A detailed discussion of the basis of such opinion shall be
				included in the opinion.
(g)
				Furnish copies of any written offers or written expressions of interest to
				acquire the converting institution submitted by any person to the board of
				trustees or directors any time after the date one year prior to the publication
				of approval of the plan of conversion by the board of trustees or
				directors.