N.Y. Comp. Codes R. & Regs. Tit. 3 § 86.15 - Offering circular

A converting institution (as applicable) shall be required to file with the superintendent and distribute to its eligible account holders and to the public an offering circular which complies with Form 86-OC, which reads in its entirety as follows:

FORM 86-OC

[Facing Sheet]

NEW YORK STATE DEPARTMENT OF FINANCIAL SERVICES

One State Street

New York, New York 10004

Offering Circular

_________________________________________________________________________________________

(Exact name of converting institution as specified in charter)

_________________________________________________________________________________________

(Street address of converting institution)

_________________________________________________________________________________________

(City, State and ZIP Code)

Offering Circular Form

Item 1. Information Required by and Use of Form 86-OC.

The offering circular shall be dated as of the date of its issuance. The offering circular shall contain substantially the same information required to be included in the proxy statement of the converting institution distributed to depositors or shareholders to vote upon the plan of conversion. Information of the type required to be included in the proxy statement may be omitted from the offering circular only to the extent that it is clearly inapplicable. The offering circular may be in "wrap around" form with the proxy statement attached.

Instructions:

1. The term offering circular refers to both the offering circular for the subscription offering and the offering circular for the public offering through a underwriter, unless otherwise indicated.
2. The offering circular shall include such information which the Superintendent by interpretive release or otherwise, has deemed necessary to comply with this Form 86-OC.
3. An offering circular for the subscription offering in "wrap around" form distributed to depositors or shareholders and other persons who have previously been furnished a copy of the proxy statement need not contain the proxy statement as an attachment provided such offering circular states that a copy of the proxy statement has previously been furnished to such persons and that an additional copy thereof will be furnished promptly upon request to the converting institution (with the telephone number and mailing address of the converting institution stated).
Item 2. Additional Current Information Required.

Each offering circular shall, as of its respective date of issuance, include to the extent available, the following additional current information to the extent that such information is not already included in the proxy statement:

(a) Information with respect to the vote of depositors or shareholders upon the plan of conversion and any other proposals considered at the meeting of depositors or shareholders.
(b) Information with respect to any recent material developments in the business affairs of the converting institution.
(c) Information with respect to the trading market that is expected to exist for the capital stock following the conversion.
(d) Information, on the outside front cover page, summarizing the results of any separate subscription offering including the number of shares sold to Eligible Account Holders, the price at which the shares were sold, and the number of unsubscribed shares to be sold in the public offering.
(e) The information required by Items 8(e)(1) and (f) of Form 86-PS.
(f) Any other information necessary to make such offering circular current, including full financial statements of the converting institution within six months prior to the date of issuance of such offering circular.
Item 3. Statement Required in Offering Circulars.

There shall be set forth on the outside cover page of every offering circular the following statement in capital letters printed in boldface Roman type at least as large as 10-point modern type and at least two points leaded:

THESE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE NEW YORK STATE DEPARTMENT OF FINANCIAL SERVICES, THE FEDERAL DEPOSIT INSURANCE CORPORATION OR THE FEDERAL SAVINGS AND LOAN INSURANCE CORPORATION NOR HAVE SUCH DEPARTMENT OR CORPORATIONS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

Item 4. Preliminary Offering Circular.

The outside front cover page of any preliminary offering circular shall bear, in red ink, the caption "Preliminary Offering Circular," the date of its issuance, and the following statement printed in type as large as that used generally in the body of such offering circular:

"This offering circular has been filed with the New York State Department of Financial Services, but has not been authorized for use in the final form. Information contained herein is subject to completion or amendment. The shares covered hereby may not be sold nor may offers to buy be accepted prior to the time the offering circular is approved for use by the New York State Department of Financial Services. This offering circular shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there by any sale of these shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state."

Item 5. Information with Respect to Exercise of Subscription Rights.

Any offering circular which is required to be delivered to subscribers shall describe all material terms of the offering relating to the exercise of subscription rights to the extent that such description is not already in the proxy statement. Such terms include the expiration date, any subscription agent, method of exercising subscription rights, payment for shares, delivery of stock certificates for shares purchased, maximum subscription price, possible reduction of subscription price, relationship of subscription price to public offering price, requirements that all unsubscribed shares be sold, and any other material conditions relating to the exercise of subscription rights.

Item 6. Information with Respect to Public Offering.

Each offering circular shall describe the material terms of the plan or plans of distribution for all unsubscribed shares of capital stock to the extent such description is not already in the proxy statement, including the following:

(a) The outside front cover page of the offering circular shall give the information called for by this paragraph. Such information shall be given in substantially the tabular form set forth below. If the information is not known at the time of the subscription offering, so state and estimate.

Underwriting Proceeds to
Discounts and Converting
Price to Public Commissions Institution
Per Share $ $ $
Total $ $ $
(b) An offering circular for a public offering, where the plan of conversion does not contain the optional provision permitted by section 86.5(b)(4) of this Part, may omit the description relating to the exercise of subscription rights required by Item 5.
(c) If any shares are to be offered through underwriters, the offering circular for the public offering shall state the names of the principal underwriters and the respective amounts underwritten by each. The names of the principal underwriters other than the managing underwriters and the respective amounts to be underwritten may be omitted from the offering circular for the subscription offering, unless the plan of conversion contains the optional provision permitted by section 86.5(b)(4) of this Part. Each offering circular shall identify each principal underwriter having a material relationship to the converting institution and state the nature of the relationship. Each offering circular shall state briefly the nature of the underwriter's obligation to take the unsubscribed shares.
(d) The offering circular for the public offering shall state briefly the discounts and commissions to be allowed or paid to dealers in connection with the sale of the unsubscribed shares. Such information may be omitted from the offering circular for any subscription offering, unless the plan of conversion contains the optional provision permitted by section 86.5(b)(4) of Part 86.
(e) If any shares are to be offered through underwriters, the offering circular for the public offering shall identify any principal underwriter that intends to confirm sales to any accounts over which it exercises discretionary authority and include an estimate of the number of shares so intended to be confirmed. Such information may be omitted from the offering circular for any subscription offering.

Instructions:

1. Commissions include all cash, securities, contracts, or anything else of value, paid, to be set aside, disposed of, or understandings made with or for the benefit of any persons in which any underwriter or dealer is interested, in connection with the sale of the shares.
2. Only commissions paid by the converting institution in cash are to be included in the table. Any other consideration to the underwriters shall be set forth following the table with a reference thereto in the second column of the table. Any finder's fees or similar payments shall be appropriately disclosed.
3. All that is required as to the nature of the underwriters' obligation is whether the underwriters are or will be committed to take and to pay for all of the shares if any are taken, or whether it is merely an agency or "best efforts" arrangement under which the underwriters are required to take and pay for only such shares as they may sell to the public. Conditions precedent to the underwriters' taking the shares, including customary "market outs," need not be described. If a "best efforts" arrangement is used, describe any standby commitments for shares not sold.

Notes

N.Y. Comp. Codes R. & Regs. Tit. 3 § 86.15

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