N.Y. Comp. Codes R. & Regs. Tit. 3 § 86.13 - Application for conversion

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.

Notes

N.Y. Comp. Codes R. & Regs. Tit. 3 § 86.13

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